Common use of Beneficial Ownership Limitation Clause in Contracts

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Stock issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9, in determining the number of outstanding Common Stock, a Holder may rely on the number of outstanding Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be; (B) a more recent public announcement by the Company; or (C) a more recent written notice by the Company or the transfer agent setting forth the number of Common Stock outstanding. Upon the written request of a Holder, the Company shall within two Trading Days confirm in writing (including by e-mail) to the Holder the number of Common Stock then outstanding. In any case, the number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise of a Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of a this Warrant, pursuant to Section 3 or otherwise, to the extent that that, after giving effect to such issuance after the exercise as set forth on the applicable Notice of Exercise, the such Holder (together with the such Holder’s Affiliates, and any other Persons acting as a group together with the such Holder or any of the such Holder’s Affiliates (such Persons, “Attribution Parties”)), Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below)Limitation. For purposes of the foregoing sentence, the number of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Stock issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.92(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderthereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this section. For purposes of this Section 3.3.92(f), in determining the number of outstanding Common shares of Voting Stock, a Holder may rely on the number of outstanding Common shares of Voting Stock as reflected stated in the most recent of the following: (Ai) the Company’s most recent periodic or annual report filed with the Commission, as the case may be; , (Bii) a more recent public announcement by the Company; Company or (Ciii) a more recent written notice by the Company or the transfer agent Company’s Transfer Agent setting forth the number of Common shares of Voting Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days promptly confirm orally and in writing (including by e-mail) to the such Holder the number of Common votes represented by the Voting Stock then outstanding. In any case, the number total voting power of the outstanding Common shares of Voting Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such the Warrant, by the such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 4.9934.0% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the total number of Common votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Common Stock Warrant Shares otherwise issuable upon exercise of a Warrant. The Holder, upon notice pursuant to the Company, may increase or decrease the Beneficial Ownership Limitation provisions applicable Notice of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the CompanyExercise. The provisions of this paragraph section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 2(f) to correct this paragraph section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Beneficial Ownership Limitation. The Company Corporation shall not effect any exercise conversion of this Warrantthe Preferred Stock, and a Holder shall not have the right to exercise convert any portion of a Warrant, pursuant to Section 3 or otherwisethe Preferred Stock, to the extent that that, after giving effect to such issuance after exercise as the conversion set forth on the applicable Notice of ExerciseConversion, the such Holder (together with the such Holder’s Affiliates, and any other Persons acting as a group together with the such Holder or any of the such Holder’s Affiliates (such Persons, “Attribution Parties”)), ) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise conversion of such Warrant the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon (i) exercise conversion of the remaining, non-exercised portion unconverted Stated Value of such Warrant Preferred Stock beneficially owned by the such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by the such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.96(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder thereunder provided that the Company is not representing Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 6(d) applies, the determination of whether a Warrant the Preferred Stock is exercisable convertible (in relation to other securities owned by the such Holder together with any Affiliates and Attribution Parties) and of which portion how many shares of a Warrant is exercisable Preferred Stock are convertible shall be in the sole discretion of the such Holder, and the submission of a Notice of Exercise Conversion shall be deemed to be the such Holder’s determination of whether a Warrant is exercisable the shares of Preferred Stock may be converted (in relation to other securities owned by the such Holder together with any Affiliates and Attribution Parties) and how many shares of which portion of a Warrant is exercisablethe Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.96(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected stated in the most recent of the following: (Ai) the CompanyCorporation’s most recent periodic or annual report filed with the Commission, as the case may be; , (Bii) a more recent public announcement by the Company; Corporation or (Ciii) a more recent written notice by the Company Corporation or the transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Company Corporation shall within two (2) Trading Days confirm orally and in writing (including by e-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 CompanyCorporation, including such Warrantthe Preferred Stock, by the such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrantsshares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise conversion of a WarrantPreferred Stock held by the applicable Holder. The A Holder, upon notice to the CompanyCorporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise conversion of this Warrant Preferred Stock held by the Holder and the provisions of this Section 3.3.9 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the CompanyCorporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this WarrantPreferred Stock.

Beneficial Ownership Limitation. The Except as provided in Section 3(c) of this Note, which shall apply as stated therein if an Automatic Conversion Event shall occur, the Company shall not effect any exercise conversion of this WarrantNote, and a the Holder shall not have the right to exercise convert any portion of a Warrant, pursuant to Section 3 or otherwise, this Note to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exerciseconversion, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), ) would beneficially own in excess of 4.9% of the Beneficial Ownership Limitation (as defined below)number of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties affiliates shall include the number of shares of Common Stock issuable upon conversion of the Note and upon exercise of such Warrant the Warrants issued upon conversion of this Note with respect to which such the determination of beneficial ownership is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (iA) exercise conversion of the remaining, non-exercised converted portion of such Warrant this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties affiliates, and (iiB) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)including warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except affiliates, so long as set forth in the preceding sentence, for purposes of this Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) such other securities of the Securities Exchange Act of 1934, as amended Company are not exercisable nor convertible within sixty (60) days from the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy date of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.93(f), in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in the most recent of the following: (A) the Company’s most recent periodic quarterly reports, Form 10-Q, Form 10-QSB, Annual Reports, Form 10-K, or annual report filed with the CommissionForm 10-KSB, as the case may be; , as filed with the Commission under the Exchange Act (B) a more recent public announcement by the Company; Company or (C) a more recent any other written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a the Holder, the Company shall within two (2) Trading Days confirm orally and in writing (including by e-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 such Warrantthe Note, by the Holder or its Affiliates or Attribution Parties affiliates since the date as of which such number of outstanding shares of Common Stock was reportedpublicly reported by the Company. The “Beneficial Ownership Limitation” ownership shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%calculated in accordance with Section 13(d) of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise of a WarrantExchange Act. This Section 3(f) may be not be waived or amended. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of limitation set forth in this Section 3.3.9, provided that 3(f) is referred to as the Beneficial Ownership Limitation in no event exceeds 9.99“4.9% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this WarrantLimitation.”

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a A Holder shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, Warrants to the extent that after giving effect to such the issuance of Warrant ADSs after exercise as set forth on the applicable Notice of ExerciseElection to Purchase, the such Holder or a person holding through such Holder (together with the such Holder’s Affiliatesor person’s Affiliates (as defined in Rule 405 under the Securities Act), and any other Persons persons acting as a group together with the that Holder or person or any of the that Holder’s Affiliates (such Persons, “Attribution Parties”)or person’s Affiliates), would beneficially own in excess of the 4.99% (“Beneficial Ownership Limitation (as defined below)Limitation”) of the Company’s Ordinary Shares. For purposes of the foregoing sentence, the number of Common Stock Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties a person shall include the number of Common Stock Ordinary Shares underlying the Warrant ADSs that would be owned by that person issuable upon exercise of such Warrant the Warrants with respect to which such determination is being made, but shall exclude the number of Common Stock Ordinary Shares (i) underlying the Warrant ADSs which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant Warrants beneficially owned by the Holder that person or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of underlying any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant held by such Holder or other instrument its Affiliates that is at any time are exercisable or convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) Ordinary Shares and subject to a limitation on conversion or exercise that is analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Partiesin this Section 3.3.10. Except as set forth in the preceding sentence, for purposes of this Section 3.3.93.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that neither the Warrant Agent nor the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 3.3.10 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion the number of a Warrant is Warrants that are exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise an Election to Purchase shall be deemed to be the Holder’s determination of whether a such Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion the number of a Warrant is Warrants that are exercisable, in each case subject to and neither the Beneficial Ownership Limitation, and Warrant Agent nor the Company shall have no any obligation to verify or confirm the accuracy of such determinationdetermination and neither of them shall have any liability for any error made by the Holder or any other person. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.93.3.10, in determining the number of outstanding Common StockOrdinary Shares, a Holder or other person may rely on the number of outstanding Common Stock Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be; , (B) a more recent public announcement by the Company; Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of Common Stock Ordinary Shares outstanding. Upon For any reason at any time, upon the written or oral request of a person that represents that it is or is acting on behalf of a Holder, the Company shall shall, within two (2) Trading Days Days, confirm orally or in writing (including or by e-mail) mail to the Holder that person the number of Common Stock Ordinary Shares then outstanding. In any case, the number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise Upon delivery of a Warrant. The Holder, upon written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions to any other percentage not in excess of this Section 3.3.99.99% as specified in such notice, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any any increase in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the CompanyCompany and any such increase or decrease will apply only to the Holder and its Affiliates and not to any other holder of Warrants. The provisions of this paragraph Section 3.3.10 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 3.3.10 to correct this paragraph subsection (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrantcontained.

Beneficial Ownership Limitation. The Company Except upon the occurrence and continuation of an Event of Default, the Borrower shall not effect affect any exercise of this Warrantconversion, and a Holder the Lender shall not have the right to exercise affect any portion of a Warrant, pursuant to Section 3 or otherwiseconversion, to the extent that after giving effect to such issuance after exercise as the conversion set forth on the applicable Notice of ExerciseConversion submitted by the Lender, the Holder Lender (together with the HolderLender’s Affiliates, Affiliates and any other Persons acting as a group together with the Holder Lender or any of the HolderLender’s Affiliates (such Persons, “Attribution Parties”)), Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined belowherein). For purposes To ensure compliance with this restriction, prior to delivery of any Notice of Conversion, the Lender shall have the right to request that the Borrower provide to the Lender a written statement of the foregoing sentence, percentage ownership of the number of Borrower’s Common Stock that would by beneficially owned by the Holder Lender and its Affiliates and Attribution Parties shall include in the number of Common Stock issuable upon exercise Borrower if the Lender converted such portion then intended to be converted by Lender. The Borrower shall, within two (2) Business Days of such Warrant request, provide Lender with respect to which such determination is being made, but shall exclude the number of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) subject to requested information in a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holderwritten statement, and the submission of a Lender shall be entitled to rely on such written statement from the Borrower in issuing its Notice of Exercise shall be deemed to be Conversion and ensuring that its ownership of the HolderBorrower’s determination Common Stock is not in excess of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined The restriction described in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9may be waived by Lender, in determining the number of outstanding Common Stock, a Holder may rely on the number of outstanding Common Stock as reflected whole or in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be; (B) a more recent public announcement by the Company; or (C) a more recent written notice by the Company or the transfer agent setting forth the number of Common Stock outstandingpart. Upon the written request of a Holder, the Company shall within two Trading Days confirm in writing (including by e-mail) to the Holder the number of Common Stock then outstanding. In any case, the number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of a Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrantconversion.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of this a Warrant, and a Holder shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s AffiliatesAffiliates (as defined below), and any other Persons persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Personspersons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time 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 (“Common Share Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be; , (B) a more recent public announcement by the Company; Company or (C) a more recent written notice by the Company or the transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two (2) Trading Days confirm orally and in writing (including by e-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 such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of a Warrant. The Holder, upon written notice to the CompanyCompany and the Warrant Agent, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this a Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this a Warrant.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a A Holder shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, Warrants to the extent that after giving effect to such the issuance of Warrant Shares after exercise as set forth on the applicable Notice of ExerciseElection to Purchase, the such Holder or a person holding through such Holder (together with the such Holder’s Affiliatesor person’s Affiliates (as defined in Rule 405 under the Act), and any other Persons persons acting as a group together with the that Holder or person or any of the that Holder’s Affiliates (such Persons, “Attribution Parties”)or person’s Affiliates), would beneficially own in excess of the 4.99% (“Beneficial Ownership Limitation (as defined below)Limitation”) of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties a person shall include the number of Common Stock Warrant Shares that would be owned by that person issuable upon exercise of such Warrant the Warrants with respect to which such determination is being made, but shall exclude the number of shares of Common Stock (a) which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant Warrants beneficially owned by the Holder that person or any of its Affiliates or Attribution Parties and (iib) exercise or conversion of the unexercised or non-converted portion of underlying any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant held by such Holder or other instrument its Affiliates that is at any time are exercisable or convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) and subject to a limitation on conversion or exercise that is analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Partiesin this Section 3.3.10. Except as set forth in the preceding sentence, for purposes of this Section 3.3.93.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that neither the Warrant Agent nor the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 3.3.10 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion the number of a Warrant is Warrants that are exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise an Election to Purchase shall be deemed to be the Holder’s determination of whether a such Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion the number of a Warrant is Warrants that are exercisable, in each case subject to and neither the Beneficial Ownership Limitation, and Warrant Agent nor the Company shall have no any obligation to verify or confirm the accuracy of such determinationdetermination and neither of them shall have any liability for any error made by the Holder or any other person. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.93.3.10, in determining the number of outstanding shares of Common Stock, a Holder or other person may rely on the number of outstanding shares of Common Stock as reflected in (Aa) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be; , (Bb) a more recent public announcement by the Company; Company or (Cc) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon For any reason at any time, upon the written or oral request of a person that represents that it is or is acting on behalf of a Holder, the Company shall shall, within two (2) Trading Days Days, confirm orally or in writing (including or by e-mail) mail to the Holder that person the number of shares of Common Stock then outstanding. In any case, the number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise Upon delivery of a Warrant. The Holder, upon written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions to any other percentage not in excess of this Section 3.3.99.99% as specified in such notice, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any any increase in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the CompanyCompany and any such increase or decrease will apply only to the Holder and its Affiliates and not to any other holder of Warrants. The provisions of this paragraph Section 3.3.10 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 3.3.10 to correct this paragraph subsection (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrantcontained.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Stock Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Stock Shares issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number of Common Stock Shares which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common StockShares, 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 Shares (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9, in determining the number of outstanding Common Stock, a Holder may rely on the number of outstanding Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be; (B) a more recent public announcement by the Company; or (C) a more recent written notice by the Company or the transfer agent setting forth the number of Common Stock outstanding. Upon the written request of a Holder, the Company shall within two Trading Days confirm in writing (including by e-mail) to the Holder the number of Common Stock then outstanding. In any case, the number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise of a Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.Section

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a the Holder shall not have the right to exercise any portion of a this Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s AffiliatesAffiliates (as such term is defined in Rule 405 promulgated under the Securities Act), and any other Persons persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Personspersons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time 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 (“Common Share Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.93.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 3.4 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.93.4, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission (the “Commission”), as the case may be; , (B) a more recent public announcement by the Company; Company or (C) a more recent written notice by the Company or the transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a the Holder, the Company shall within two (2) Trading Days confirm orally and in writing (including by e-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 such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of a this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.93.4, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 3.4 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 3.4 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Beneficial Ownership Limitation. The Company Corporation shall not effect any exercise conversion of this Warrantthe Preferred Stock, and a Holder shall not have the right to exercise convert any portion of a Warrant, pursuant to Section 3 or otherwisethe Preferred Stock, to the extent that that, after giving effect to such issuance after exercise as the conversion set forth on the applicable Notice of ExerciseConversion, the such Holder (together with the such Holder’s 's Affiliates, and any other Persons acting as a group together with the such Holder or any of the such Holder’s Affiliates (such Persons, “Attribution Parties”)), 's Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise conversion of such Warrant the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon (i) exercise conversion of the remaining, non-exercised portion unconverted Stated Value of such Warrant Preferred Stock beneficially owned by the such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock or the Warrants) beneficially owned by the such Holder or any of its Affiliates or Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 3.3.95(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 5(e) applies, the determination of whether a Warrant the Series A Preferred is exercisable convertible (in relation to other securities owned by the such Holder together with any Affiliates and Attribution PartiesAffiliates) and of which portion how many shares of a Warrant is exercisable Series A Preferred are convertible shall be in the sole discretion of the such Holder, and the submission of a Notice of Exercise Conversion shall be deemed to be the such Holder’s 's determination of whether a Warrant is exercisable the shares of Series A Preferred may be converted (in relation to other securities owned by the such Holder together with any Affiliates and Attribution PartiesAffiliates) and how many shares of which portion of a Warrant is exercisablethe Series A Preferred are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.95(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected stated in the most recent of the following: (Ai) the Company’s Corporation's most recent periodic or annual report filed with the Commission, as the case may be; , (Bii) a more recent public announcement by the Company; Corporation or (Ciii) a more recent written notice by the Company Corporation or the transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company Corporation shall within two Trading Days confirm orally and in writing (including by e-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 CompanyCorporation, including such Warrantthe Series A Preferred, by the such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “"Beneficial Ownership Limitation” " shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise conversion of a WarrantSeries A Preferred held by the applicable Holder. The A Holder, upon not less than 61 days' prior notice to the CompanyCorporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, 5(e) applicable to its Series A Preferred provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise conversion of this Warrant Series A Preferred held by the Holder and the provisions of this Section 3.3.9 5(e) shall continue to apply. Any such increase in the Beneficial Ownership Limitation or decrease will not be effective until the 61st day after such notice is delivered to the CompanyCorporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 5(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this WarrantSeries A Preferred.

Beneficial Ownership Limitation. The Company Corporation shall not effect any exercise conversion of this Warrantthe Preferred Stock, and a Holder shall not have the right to exercise convert any portion of a Warrant, pursuant to Section 3 or otherwisethe Preferred Stock, to the extent that that, after giving effect to such issuance after exercise as the conversion set forth on the applicable Notice of ExerciseConversion, the such Holder (together with the such Holder’s Affiliates, and any other Persons acting as a group together with the such Holder or any of the such Holder’s Affiliates (such Persons, “Attribution Parties”)), Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise conversion of such Warrant the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon (i) exercise conversion of the remaining, non-exercised portion unconverted Stated Value of such Warrant Preferred Stock beneficially owned by the such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock or the Warrants) beneficially owned by the such Holder or any of its Affiliates or Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 3.3.96(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 6(d) applies, the determination of whether a Warrant the Preferred Stock is exercisable convertible (in relation to other securities owned by the such Holder together with any Affiliates and Attribution PartiesAffiliates) and of which portion how many shares of a Warrant is exercisable Preferred Stock are convertible shall be in the sole discretion of the such Holder, and the submission of a Notice of Exercise Conversion shall be deemed to be the such Holder’s determination of whether a Warrant is exercisable the shares of Preferred Stock may be converted (in relation to other securities owned by the such Holder together with any Affiliates and Attribution PartiesAffiliates) and how many shares of which portion of a Warrant is exercisablethe Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.96(d), in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected stated in the most recent of the following: (Ai) the CompanyCorporation’s most recent periodic or annual report filed with the Commission, as the case may be; , (Bii) a more recent public announcement by the Company; Corporation or (Ciii) a more recent written notice by the Company Corporation or the transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company Corporation shall within two (2) Trading Days confirm orally and in writing (including by e-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 CompanyCorporation, including such Warrantthe Preferred Stock, by the such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise conversion of a Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Preferred Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrantapplicable Holder.

Beneficial Ownership Limitation. The Company shall not effect any the exercise of this Warrant, and a the Holder shall not have the right to exercise any portion of a this Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exerciseexercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), affiliates) would beneficially own in excess of 4.99% (the Beneficial Ownership Limitation (as defined below)“Maximum Percentage”) of the 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 Attribution Parties affiliates shall include the number of shares of Common Stock issuable upon exercise of such this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised unexercised portion of such this Warrant beneficially owned by the Holder or any of and its Affiliates or Attribution Parties affiliates and (ii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company beneficially owned by the Holder and its affiliates (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, convertible notes or convertible preferred stock, right, option, warrant stock 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 (“Common Share Equivalents”)warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Partiesherein. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9Warrant, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A1) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Securities and Exchange Commission, as the case may be; , (B2) a more recent public announcement by the Company; Company or (C3) a more recent written any other notice by the Company or the transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding, in each case as of the date such report, announcement or notice speaks. Upon For any reason at any time, upon the written or oral request of a the Holder, the Company shall within two Trading Days one (1) Business Day confirm in writing (including by e-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 such Warrantthe Warrants, by the Holder or and its Affiliates or Attribution Parties affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise of a Warrant. The Holder, upon By written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions Maximum Percentage to any other percentage not in excess of this Section 3.3.9, 9.99% specified in such notice; provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any (i) any such increase in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of the Warrants. The provisions For the avoidance of this paragraph shall be construed and implemented doubt, to the extent the limitation set forth in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant1.1.

Beneficial Ownership Limitation. The Company shall not effect conversion of any exercise of this WarrantPreferred Stock, and a the Holder shall not have the right to exercise nor enforce any portion of a Warrantsuch right, pursuant to this Section 3 or otherwise4, to the extent that after giving effect to the application of such issuance after exercise as set forth on the applicable Notice of Exerciserights, the Holder (together with the Holder’s Affiliates, and any other Persons persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of such Warrant application this Section 4 with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted nonconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 3.3.94, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.94, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be; , (B) a more recent public announcement by the Company; Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a the Holder, the Company shall within two Trading Days three trading days confirm orally and in writing (including by e-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 such WarrantCompany (subject to any beneficial ownership limitations contained therein, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% %, (or, upon election by unless the Holder elects on its signature page hereto a Holder prior to the issuance of any Warrants, 9.99%different amount as its own Beneficial Ownership Limitation) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise application of a Warrantthis Section 4 which would not exceed at such time the Beneficial Ownership Limitation. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.94 (for the avoidance of doubt, provided that the Holder may on its signature page hereto to waive such Beneficial Ownership Limitation in no event exceeds 9.99% its entirety (which such waiver shall be effective 61 days’ after the Closing Date) or set a different amount as its own Beneficial Ownership Limitation) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise application of this Warrant held by Section 4 which would not exceed at such time the Holder Beneficial Ownership Limitation and the provisions of this Section 3.3.9 4 shall continue to apply. Any such decrease will be effective immediately and any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 4 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The In the event the limitations contained in this paragraph shall apply Section 4(c) would prevent the application of the Holder’s rights under Sections 4(a) or 4(b), then such Holder may exercise all such rights and comply with all obligations applicable thereto except that the delivery of Common Stock will be deferred until such time as such Holder provides notice to the Company that such Holder may receive or beneficially own such Common Stock which exceeds the Beneficial Ownership Limitation applicable to such Holder without exceeding such then applicable Beneficial Ownership Limitation. “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 successor holder person, as such terms are used in and construed under Rule 405 under the Securities Act of this Warrant1933, as amended.

Beneficial Ownership Limitation. The Company shall not effect conversion of any exercise of this WarrantPreferred Stock or issue any Adjustment Shares, and a the Holder shall not have the right to exercise nor enforce any portion of a Warrantsuch right, pursuant to this Section 3 or otherwise4, to the extent that after giving effect to the application of such issuance after exercise as set forth on the applicable Notice of Exerciserights, the Holder (together with the Holder’s Affiliates, and any other Persons persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of such Warrant application this Section 4 with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted nonconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 3.3.94, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.94, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be; , (B) a more recent public announcement by the Company; Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a the Holder, the Company shall within two Trading Days three trading days confirm orally and in writing (including by e-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 such WarrantCompany (subject to any beneficial ownership limitations contained therein, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% %, (or, upon election by unless the Holder elects on its signature page hereto a Holder prior to the issuance of any Warrants, 9.99%different amount as its own Beneficial Ownership Limitation) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise application of a Warrantthis Section 4 which would not exceed at such time the Beneficial Ownership Limitation. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.94 (for the avoidance of doubt, provided that the Holder may on its signature page hereto to waive such Beneficial Ownership Limitation in no event exceeds 9.99% its entirety (which such waiver shall be effective 61 days’ after the Closing Date) or set a different amount as its own Beneficial Ownership Limitation) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise application of this Warrant held by Section 4 which would not exceed at such time the Holder Beneficial Ownership Limitation and the provisions of this Section 3.3.9 4 shall continue to apply. Any such decrease will be effective immediately and any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 4 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The In the event the limitations contained in this paragraph shall apply Section 4(e) would prevent the application of the Holder’s rights under Sections 4(a), 4(b) or 4(c), then such Holder may exercise all such rights and comply with all obligations applicable thereto except that the delivery of Common Stock will be deferred until such time as such Holder provides notice to the Company that such Holder may receive or beneficially own such Common Stock which exceeds the Beneficial Ownership Limitation applicable to such Holder without exceeding such then applicable Beneficial Ownership Limitation. “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 successor holder person, as such terms are used in and construed under Rule 405 under the Securities Act of this Warrant1933, as amended.

Beneficial Ownership Limitation. The Company Corporation shall not effect any exercise conversion of this Warrantthe Preferred Stock, and a Holder shall not have the right to exercise convert any portion of a Warrant, pursuant to Section 3 or otherwisethe Preferred Stock, to the extent that that, after giving effect to such issuance after exercise as the conversion set forth on the applicable Notice of ExerciseConversion, the such Holder (together with the such Holder’s Affiliates, and any other Persons acting as a group together with the such Holder or any of the such Holder’s Affiliates (such Persons, “Attribution Parties”)), ) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise conversion of such Warrant the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon (i) exercise conversion of the remaining, non-exercised portion unconverted Stated Value of such Warrant Preferred Stock beneficially owned by the such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by the such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.96(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 6(d) applies, the determination of whether a Warrant the Preferred Stock is exercisable convertible (in relation to other securities owned by the such Holder together with any Affiliates and Attribution Parties) and of which portion how many shares of a Warrant is exercisable Preferred Stock are convertible shall be in the sole discretion of the such Holder, and the submission of a Notice of Exercise Conversion shall be deemed to be the such Holder’s determination of whether a Warrant is exercisable the shares of Preferred Stock may be converted (in relation to other securities owned by the such Holder together with any Affiliates and Attribution Parties) and how many shares of which portion of a Warrant is exercisablethe Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.96(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected stated in the most recent of the following: (Ai) the CompanyCorporation’s most recent periodic or annual report filed with the Commission, as the case may be; , (Bii) a more recent public announcement by the Company; Corporation or (Ciii) a more recent written notice by the Company Corporation or the transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Company Corporation shall within two one Trading Days Day confirm orally and in writing (including by e-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 CompanyCorporation, including such Warrantthe Preferred Stock, by the such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrantsshares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise conversion of a WarrantPreferred Stock held by the applicable Holder. The A Holder, upon notice to the CompanyCorporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise conversion of this Warrant Preferred Stock held by the Holder and the provisions of this Section 3.3.9 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the CompanyCorporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this WarrantPreferred Stock.

Beneficial Ownership Limitation. The Company shall not effect affect any exercise of this a Public Warrant, and a Holder shall not have the right to exercise any portion of a Public Warrant, pursuant to this Section 3 4 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of ExerciseElection to Purchase, the Holder (together with the Holder’s Affiliates, and any other Persons persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Personspersons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of such Public Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Public Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant warrant, or other instrument instruments that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.94.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 4.3.10 applies, the determination of whether a Public Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Public Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Public Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Public Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.94.3.10, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be; , (B) a more recent public announcement by the Company; , or (C) a more recent written notice by the Company or the transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two one Trading Days Day confirm orally and in writing (including by e-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 such Public Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Public Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of a Public Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.94.3.10, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Public Warrant held by the Holder and the provisions of this Section 3.3.9 4.3.10 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 4.3.10 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Public Warrant.

Beneficial Ownership Limitation. The Company shall not effect any exercise or conversion of this Warrantany Company security, and a Holder the Purchaser shall not have the right to exercise or convert any portion of a Warrant, pursuant to Section 3 or otherwiseany Company security, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exerciseor conversion, the Holder Purchaser (together with the HolderPurchaser’s Affiliatesaffiliates, and any other Persons persons acting as a group together with the Holder Purchaser or any of the HolderPurchaser’s Affiliates affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below); provided, that the Beneficial Ownership Limitation shall not apply in the event that the Company obtains stockholder approval for issuances of shares of Common Stock in excess of the Beneficial Ownership Limitation and otherwise satisfies the requirements of Nasdaq Stock Market Rule 5635. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates Purchaser and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise or conversion of such Warrant the Company security with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise or conversion of the remaining, non-exercised nonexercised or nonconverted portion of the Company security to which such Warrant determination is being made that is beneficially owned by the Holder Purchaser or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted nonconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder Purchaser or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder Purchaser that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder Purchaser is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.96, in determining the number of outstanding shares of Common Stock, a Holder the Purchaser may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission, as the case may be; , (B) a more recent public announcement by the Company; Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holderthe Purchaser, the Company shall within two Trading Days trading days confirm orally and in writing (including by e-mail) to the Holder Purchaser 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 such Warrant, Company by the Holder Purchaser or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise of a Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.9919.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrantoutstanding.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary set forth in the Certificate of Designation, the Company shall not effect any exercise redesignation of this Warrantthe Series B Preferred Stock, and a Holder the Purchaser shall not have the right to exercise redesignate any portion of a Warrant, pursuant to Section 3 or otherwiseits Series B Preferred Stock, to the extent that that, after giving effect to such issuance after exercise as an attempted redesignation set forth on the an applicable Notice of ExerciseConversion (as defined in the Certificate of Designation) with respect to the Series B Preferred Stock, the Holder such Purchaser (together with the Holder’s Affiliates, and any other Persons acting as a group together Person whose beneficial ownership of Common Stock would be aggregated with the Holder Purchaser’s for purposes of Section 13(d) or any Section 16 of the Holder’s Affiliates (such PersonsExchange Act and the applicable rules and regulations of the Commission, including any “Attribution Parties”)), group” of which the Purchaser is a member) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties such Purchaser shall include the number of shares of Common Stock issuable upon exercise created by the consolidation and redesignation of such Warrant the Series B Preferred Stock subject to the Notice of Conversion with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be are creatable or issuable upon (i) exercise redesignation of the remaining, non-exercised portion of such Warrant unconverted Series B Preferred Stock beneficially owned by the Holder or any of its Affiliates or Attribution Parties such Purchaser, and (ii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company beneficially owned by such Purchaser (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stockconvertible notes, including, without limitation, any debt, preferred stock, right, option, warrant convertible stock or other instrument warrants) that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) are subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Partiesherein. Except as set forth in the preceding sentence, for purposes of this Section 3.3.94.11, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunderof the Commission. In addition, it being acknowledged by for purposes hereof, “group” has the Holder that the Company is not representing to the Holder that such calculation is meaning set forth in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations promulgated thereunderof the Commission. For purposes of this Section 3.3.94.11, in determining the number of outstanding shares of Common Stock, a Holder Purchaser may rely on the number of outstanding shares of Common Stock as reflected in (Ai) the Company’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Commission, as the case may be; , (Bii) a more recent public announcement by the Company; Company or (Ciii) a more recent written notice by the Company or the transfer agent setting forth the number of shares of Common Stock then outstanding. Upon For any reason at any time, upon the written or oral request of a HolderPurchaser (which may be by email), the Company shall shall, within two Trading (2) Business Days of such request, confirm orally and in writing to such Purchaser (including which may be by e-mailemail) 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 such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise of a Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.after

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, the Corporation shall not effect any exercise conversion of this Warrantthe Series B Preferred Stock, and a Holder shall not have the right to exercise convert any portion of a Warrant, pursuant to Section 3 or otherwisethe Series B Preferred Stock, to the extent that that, after giving effect to such issuance after exercise as an attempted conversion set forth on the an applicable Notice of ExerciseConversion, the such Holder (together with the such Holder’s Affiliates, and any other Persons acting as a group together Person whose beneficial ownership of Common Stock would be aggregated with the Holder or any of the Holder’s Affiliates for purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group” of which the Holder is a member (such Personsthe foregoing, “Attribution Parties”)), ) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise conversion of such Warrant the Series B Preferred Stock subject to the Notice of Conversion with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon (iA) exercise conversion of the remaining, non-exercised portion of such Warrant unconverted Series B Preferred Stock beneficially owned by the such Holder or any of its Affiliates or Attribution Parties Parties, and (iiB) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company Corporation (including, without limitation, including any other securities warrants) beneficially owned by such Holder or any 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 its Attribution Parties that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) are subject to a limitation on conversion or exercise analogous similar to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Partiesherein. Except as set forth in the preceding sentence, for For purposes of this Section 3.3.96(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and applicable regulations promulgated thereunderof the Commission. In addition, it being acknowledged by for purposes hereof, “group” has the Holder that the Company is not representing to the Holder that such calculation is meaning set forth in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion applicable regulations of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderCommission. For purposes of this Section 3.3.96(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected stated in the most recent of the following: (A) the CompanyCorporation’s most recent periodic or annual report filed filing with the Commission, as the case may be; , (B) a more recent public announcement by the Company; Corporation that is filed with the Commission, or (C) a more recent written notice by the Company Corporation or the Corporation’s transfer agent to the Holder setting forth the number of shares of Common Stock then outstanding. Upon the written request of a HolderHolder (which may be by email), the Company shall Corporation shall, within two three (3) Trading Days thereof, confirm in writing to such Holder (including by e-mailwhich may be via email) 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 any actual conversion or exercise of securities of the CompanyCorporation, including such Warrantshares of Series B Preferred Stock, by the such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reportedlast publicly reported or confirmed to the Holder. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise pursuant to such Notice of a Warrant. The HolderConversion (to the extent permitted pursuant to this Section 6(c)); provided, upon however, that by written notice to the CompanyCorporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation which will not be effective until the 61st day after such notice is delivered to the Company. The Corporation, the Holder may waive or amend the provisions of this paragraph shall be construed Section 6(c) to change the Beneficial Ownership Limitation to any other number less than or equal to 19.99%, and implemented in a manner otherwise than in strict conformity with the terms provisions of this Section 3.3.9 6(c) shall continue to correct this paragraph (or apply. The Corporation shall be entitled to rely on representations made to it by the Holder in any portion hereof) which may be defective or inconsistent with the intended Notice of Conversion regarding its Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this WarrantLimitation.

Beneficial Ownership Limitation. The Company shall not effect any exercise In implementation of this Warrant, and a Holder shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise4.18, to the extent that after giving effect to such an issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as Additional Shares would result in a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Stock issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder Purchaser or any of its Affiliates or Attribution Party’s (as defined in the Warrant) beneficially owning in excess of 4.99% (the “Maximum Percentage”) of the Common Stock, then the Company shall initially issue only such number of Additional Shares that would result in such Purchaser (together with such Purchaser’s Attribution Parties) beneficially owning the Maximum Percentage of the Common Stock, and, except as otherwise provided below, no other Additional Shares shall be issuable under this Section 4.18 but instead held in abeyance pursuant to this Section 4.18. After such initial issuance, and until all Additional Shares which otherwise would have been issued under this Section 4.18 have been issued, from time to time the Company will issue such number of such unissued Additional Shares so that such Purchaser (together such Purchaser’s Attribution Parties) will beneficially own only the Maximum Percentage of the Common Stock. Such Purchaser shall make written representations and warranties to the Company regarding its (together with its Attribution Parties) beneficial ownership to effectuate the foregoing. The Maximum Percentage limitation contained in this paragraph and the limitation on exercise contained in Section 4.19(b) and Section 2(e) of the Warrants issued to such Purchaser pursuant to this Agreement shall be coordinated so that the aggregate beneficial ownership of such Purchaser (together with its Attribution Parties and (iias defined in the Warrant) exercise or conversion of does not exceed the unexercised or non-converted portion Maximum Percentage limitation. In connection therewith, issuances pursuant to this Section 4.18 shall take precedence over issuances of any other securities Warrant Shares issuable to such Purchaser. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the Company terms this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to assignees of such Purchaser hereunder. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, any other securities with respect to calculations 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 (“Common Share Equivalents”)percentage ownership) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9, in determining the number of outstanding Common Stock, a Holder may rely on the number of outstanding Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be; (B) a more recent public announcement by the Company; or (C) a more recent written notice by the Company or the transfer agent setting forth the number of Common Stock outstanding. Upon the written request of a Holder, the Company shall within two Trading Days confirm in writing (including by e-mail) to the Holder the number of Common Stock then outstanding. In any case, the number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise of a Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Beneficial Ownership Limitation. The Company shall not effect Notwithstanding anything to the contrary contained herein, the number of Conversion Shares and Warrant Shares that may be acquired by the Buyer upon any conversion of the Convertible Note or exercise of this Warrant, and a Holder the Warrants (or otherwise in respect hereof) shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, be limited to the extent that after giving effect necessary to ensure that, following such issuance after conversion or exercise as set forth on the applicable Notice of Exercise(or other issuance), the Holder (together with total number of Common Shares then beneficially owned by the Holder’s Affiliates, Buyer and its Affiliates and any other Persons acting as a group together whose beneficial ownership of Common Shares would be aggregated with the Holder or any of the HolderBuyer’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Stock issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”) and the rules and regulations promulgated thereunder), it being acknowledged by the Holder that the Company is does not representing to the Holder that such calculation is in compliance with Section 13(d) exceed 4.99% of the Exchange Act total number of then issued and outstanding Common Shares (including for such purpose the Holder is solely responsible for any schedules required to be filed in accordance therewithCommon Shares issuable upon such conversion or exercise). To the extent that the limitation contained in this Section 3.3.9 1(f) applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, Common Shares and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is Share are exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination under this Section 1(f) as to any group status as contemplated above shall be determined by the Buyer in accordance with Section 13(d) of the Exchange 1934 Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.91(f), in determining the number of outstanding shares of Common Stock, a Holder the Buyer may rely on the number of outstanding Common Stock Shares as reflected in (Ax) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be; , (By) a more recent public announcement by the Company; Company that contains such number of Common Shares or (Cz) a more recent written any other notice by the Company or the transfer agent Transfer Agent setting forth the number of Common Stock Shares outstanding. Upon the written request of a Holderthe Buyer, the Company shall within two three (3) Trading Days confirm orally and in writing (including by e-mail) to the Holder such Buyer the number of Common Stock Shares then outstanding. In any case, the number of outstanding Common Stock shall be determined after giving effect By written notice to the conversion or exercise of securities of the Company, including which will not be effective until the sixty-first (61st) day after such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior notice is delivered to the issuance Company, the Buyer may waive the provisions of any Warrants, 9.99%this Section 1(f) to change the beneficial ownership limitation to such percentage of the number of Common Stock Shares outstanding immediately after giving effect to the issuance of Common Stock issuable Shares upon conversion of the Convertible Note and the exercise of a Warrant. The Holderthe Warrants as the Buyer shall determine, upon notice to the Companyin its sole discretion, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 1(f) shall continue to apply. Any increase in Upon such a change by a Buyer of the Beneficial Ownership Limitation will beneficial ownership limitation from such 4.99% limitation to such other percentage limitation, the beneficial ownership limitation may not be effective until further waived by such Buyer without first providing the 61st day after such minimum notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of required by this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant1(f).

Beneficial Ownership Limitation. The (a) No Purchaser shall request that a Note held by it be converted, and the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion conversion of a Warrant, pursuant to Section 3 or otherwise, Note to the extent that that, after giving effect to such issuance after exercise as set forth on the applicable Notice of Exerciseconversion, the Holder Purchaser (together with the HolderPurchaser’s Affiliates, Affiliates and any other Persons person or entity acting as a group together with the Holder Purchaser or any of the HolderPurchaser’s Affiliates (such Personscollectively, the “Attribution Concert Parties”)), would beneficially own ADSs or Ordinary Shares in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Stock ADSs or Ordinary Shares beneficially owned by the Holder a Purchaser and its Affiliates and Attribution Concert Parties shall include the number of Common Stock Ordinary Shares issuable upon exercise conversion of such Warrant the portion of the Note with respect to which such determination is being made, but shall exclude the number of Common Stock Ordinary Shares which would be issuable upon (i) exercise conversion of the remaining, non-exercised remaining portion of such Warrant the Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties Purchaser and (ii) conversion or exercise or conversion of the unexercised or non-converted unconverted portion of any other loan to or securities of the Company (including, without limitation, or any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)successor thereto) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder Purchaser or any of its Affiliates or Attribution Concert Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.95.2, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder Purchaser that the Company is not representing to the Holder Purchaser that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder Purchaser is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 5.2 applies, the determination of whether and the extent to which a Warrant is exercisable Note may be converted (in relation to other loans or securities owned by the Holder a Purchaser together with any Affiliates and Attribution PartiesAffiliates) and of which portion of a Warrant is exercisable shall be made in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned good faith by the Holder together Purchaser holding such Note in consultation with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determinationits own counsel. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.95.2, in determining the number of outstanding Common StockOrdinary Shares (including Ordinary Shares represented by ADSs), a Holder Purchaser may rely on the number of outstanding Common Stock Ordinary Shares (including Ordinary Shares represented by ADSs) as reflected in (Ax) the Company’s (or its successor’s) most recent periodic or annual report filed with the Commissionreport, as the case may be; , filed with the SEC, (By) a more recent public announcement by the Company; Company (or its successor) or (Cz) a more recent written any other notice by the Company or the transfer agent Depositary (or its successor or successor’s depositary) setting forth the number of Common Stock Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding. Upon the written or oral request of a Holderany Purchaser, the Company shall within two Trading Days business days confirm orally and in writing (including by e-mail) to the Holder Purchaser the number of Common Stock Ordinary Shares (including Ordinary Shares represented by ADSs) then outstanding. In any case, the number of Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding Common Stock shall be determined after giving effect to the conversion or exercise of loans or securities of the Company, including such Warrantthe Notes, by the Holder applicable Purchaser or its Affiliates or Attribution Concert Parties since the date as of which such number of outstanding Common Stock Ordinary Shares (including Ordinary Shares represented by ADSs) was reported. The “Beneficial Ownership Limitation” shall be 4.999.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding immediately after giving effect to the issuance of Common Stock the Conversion Shares issuable upon exercise conversion of a Warrantthe applicable Note. The HolderPurchaser, upon not less than 61 days’ prior notice to the Company, may increase or decrease (including, for the avoidance of doubt, to 0%) the percentage constituting the Beneficial Ownership Limitation provisions of this Section 3.3.9Limitation, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 5.2 shall continue to applyapply to such increased or decreased Beneficial Ownership Limitation. Any such increase in the Beneficial Ownership Limitation or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph Section 5.2 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 hereof in order to correct this paragraph such terms (or any portion hereofthereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph Section 5.2 shall apply to a any successor holder to Purchaser. (b) Notwithstanding the foregoing, the limitations contained in this Section 5.2 shall not restrict or limit any conversion or prepayment of this Warrantthe Notes in connection with an Organic Change as contemplated by and defined in the Note.

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, the Corporation shall not effect any exercise conversion of this Warrantthe Series Y Preferred Stock, and a Holder shall not have the right to exercise convert any portion of a Warrant, pursuant to Section 3 or otherwisethe Series Y Preferred Stock, to the extent that that, after giving effect to such issuance after exercise as an attempted conversion set forth on the an applicable Notice of ExerciseConversion, the such Holder (together with the such Holder’s Affiliates, and any other Persons acting as a group together Person whose beneficial ownership of Common Stock would be aggregated with the Holder or any of the Holder’s Affiliates for purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group” of which the Holder is a member (such Personsthe foregoing, “Attribution Parties”)), ) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise conversion of such Warrant the Series Y Preferred Stock subject to the Notice of Conversion with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon (iA) exercise conversion of the remaining, non-exercised portion of such Warrant unconverted Series Y Preferred Stock beneficially owned by the such Holder or any of its Affiliates or Attribution Parties Parties, and (iiB) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company Corporation (including, without limitation, including any other securities warrants) beneficially owned by such Holder or any 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 its Attribution Parties that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) are subject to a limitation on conversion or exercise analogous similar to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Partiesherein. Except as set forth in the preceding sentence, for For purposes of this Section 3.3.96(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and applicable regulations promulgated thereunderof the Commission. In addition, it being acknowledged by for purposes hereof, “group” has the Holder that the Company is not representing to the Holder that such calculation is meaning set forth in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion applicable regulations of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderCommission. For purposes of this Section 3.3.96(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected stated in the most recent of the following: (A) the CompanyCorporation’s most recent periodic or annual report filed filing with the Commission, as the case may be; , (B) a more recent public announcement by the Company; Corporation that is filed with the Commission, or (C) a more recent written notice by the Company Corporation or the Corporation’s transfer agent to the Holder setting forth the number of shares of Common Stock then outstanding. Upon the written request of a HolderHolder (which may be by email with confirmation), the Company shall Corporation shall, within two three (3) Trading Days thereof, confirm in writing to such Holder (including by e-mailwhich may be via email) 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 any actual conversion or exercise of securities of the CompanyCorporation, including such Warrantshares of Series Y Preferred Stock, by the such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reportedlast publicly reported or confirmed to the Holder. The “Beneficial Ownership Limitation” shall be 4.9919.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise pursuant to such Notice of Conversion (to the extent permitted pursuant to this Section 6(c)), provided that a Warrant. The HolderHolder may, upon providing written notice to the CompanyCorporation, may elect to increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9(not to exceed the limits under Nasdaq Marketplace Rule 5635(b), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance extent then applicable), with any increase to be effective only after 61 days from delivery of Common Stock upon exercise of this Warrant held such notice to the Corporation. The Corporation shall be entitled to rely on representations made to it by the Holder and the provisions in any Notice of this Section 3.3.9 shall continue to apply. Any increase in the Conversion regarding its Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this WarrantLimitation.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a A Holder shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, Warrants to the extent that after giving effect to such the issuance of Warrant Shares after exercise as set forth on the applicable Notice of ExerciseElection to Purchase, the such Holder or a person holding through such Holder (together with the such Holder’s Affiliatesor person’s Affiliates (as defined in Rule 405 under the Securities Act), and any other Persons persons acting as a group together with the that Holder or person or any of the that Holder’s Affiliates (such Persons, “Attribution Parties”)or person’s Affiliates), would beneficially own in excess of the 4.99% (“Beneficial Ownership Limitation (as defined below)Limitation”) of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties a person shall include the number of Common Stock Warrant Shares that would be owned by that person issuable upon exercise of such Warrant the Warrants with respect to which such determination is being made, but shall exclude the number of shares of Common Stock (a) which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant Warrants beneficially owned by the Holder that person or any of its Affiliates or Attribution Parties and (iib) exercise or conversion of the unexercised or non-converted portion of underlying any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant held by such Holder or other instrument its Affiliates that is at any time are exercisable or convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) and subject to a limitation on conversion or exercise that is analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Partiesin this Section 3.3.9. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that neither the Warrant Agent nor the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion the number of a Warrant is Warrants that are exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise an Election to Purchase shall be deemed to be the Holder’s determination of whether a such Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion the number of a Warrant is Warrants that are exercisable, in each case subject to and neither the Beneficial Ownership Limitation, and Warrant Agent nor the Company shall have no any obligation to verify or confirm the accuracy of such determinationdetermination and neither of them shall have any liability for any error made by the Holder or any other person. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9, in determining the number of outstanding shares of Common Stock, a Holder or other person may rely on the number of outstanding shares of Common Stock as reflected in (Aa) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be; , (Bb) a more recent public announcement by the Company; Company or (Cc) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon For any reason at any time, upon the written or oral request of a person that represents that it is or is acting on behalf of a Holder, the Company shall shall, within two (2) Trading Days Days, confirm orally or in writing (including or by e-mail) mail to the Holder that person the number of shares of Common Stock then outstanding. In any case, the number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise Upon delivery of a Warrant. The Holder, upon written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9to any other percentage as specified in such notice, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any any increase in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the CompanyCompany and any such increase or decrease will apply only to the Holder and its Affiliates and not to any other holder of Warrants. The provisions of this paragraph Section 3.3.9 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph subsection (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrantcontained.

Beneficial Ownership Limitation. The Company shall not effect any exercise Notwithstanding anything to the contrary in this Indenture or the Notes, but subject to the last two paragraphs of this WarrantSection 5.09, and a Holder shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number no shares of Common Stock beneficially owned will be issued or delivered upon conversion of any Note, and no Note will be convertible by the Holder thereof, in each case to the extent, and its Affiliates and Attribution Parties shall include only to the number of Common Stock issuable upon exercise of extent, that such Warrant with respect to which issuance, delivery, conversion or convertibility would result in such determination is being made, but shall exclude the number of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable forHolder, or otherwise entitles a “person” or “group” (within the holder thereof to receive, Common Stock (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any meaning of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d13(d)(3) of the Exchange Act and Act) that includes such Holder, beneficially owning in excess of 9.9% of the Holder is solely responsible for any schedules required to be filed in accordance therewith. To then-outstanding shares of Common Stock (the extent that the limitation contained restrictions set forth in this Section 3.3.9 appliessentence, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial “Ownership Limitation”). For these purposes, beneficial ownership and the Company shall have no obligation to verify or confirm the accuracy calculations of such determination. In addition, a determination as to any group status as contemplated above shall percentage ownership will be determined in accordance with Section 13(d) of Rule 13d-3 under the Exchange Act and the rules and regulations promulgated thereunderAct. For purposes the avoidance of doubt, the limitations on the convertibility of any Note pursuant to this Section 3.3.95.09 will not, in determining themselves, cause such Note to cease to be outstanding (and interest will continue to accrue on any portion of a Note that has been tendered for conversion and whose convertibility is suspended pursuant to this Section 5.09), and such limitations will cease to apply if and when such Note’s convertibility and conversion will not violate this Section 5.09. For the number avoidance of outstanding Common Stockdoubt, a Holder may rely on the number of outstanding Common Stock as reflected nothing in (A) this Section 5.09 will affect the Company’s most recent periodic or annual report filed ability to elect any Settlement Method in accordance with this Indenture. If any Conversion Consideration otherwise due upon the Commissionconversion of any Note is not delivered as a result of the Ownership Limitation, as the case may be; (B) a more recent public announcement by then the Company; or (C) a more recent written notice by ’s obligation to deliver such Conversion Consideration will not be extinguished, and the Company or will deliver such Conversion Consideration as soon as reasonably practicable after the transfer agent setting forth Holder of such Note provides written confirmation to the number Company that such delivery will not contravene the Ownership Limitation. Any purported delivery of shares of Common Stock outstanding. Upon upon conversion of any Note will be void and have no effect to the extent, and only to the extent, that such delivery would contravene the Ownership Limitation; provided that each beneficial owner shall have the right at any time and from time to time to (i) reduce the Ownership Limitation applicable to such beneficial owner immediately upon prior written request of a Holder, notice to the Company shall within two Trading Days confirm (provided that, for the avoidance of doubt, in writing (including by e-mail) to the Holder the number such event, such beneficial owner may sell shares of Common Stock then outstanding. In any case, or Notes to reduce the aggregate number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number shares of Common Stock outstanding immediately after giving effect deemed beneficially owned by such beneficial owner to a level below the reduced Ownership Limitation, in which case, subject to the issuance terms of Common Stock issuable this Indenture, the Notes will be convertible by such beneficial owner up to (but will not exceed) the reduced Ownership Limitation) or (ii) increase the Ownership Limitation applicable to such beneficial owner upon exercise of a Warrant. The Holder, upon 61 days’ prior written notice to the Company; provided further that no notice period pursuant to sub-clause (ii) above will be required where the Company has sent a Redemption Notice or on or after August 31, may increase or decrease 2031. The satisfaction, by a Holder of any Note, of the Beneficial requirements set forth in Section 5.02(A) to convert such Note will be deemed to be a representation, by such Holder to the Company, that the settlement of such conversion in full (assuming Physical Settlement), and without regard to this Section 5.09, will not contravene the Ownership Limitation. Upon the occurrence of a Common Stock Change Event, (i) the Ownership Limitation provisions of and this Section 3.3.95.09 will thereafter apply as if each reference to “Common Stock” in this Section 5.09 were instead a reference to the common equity (including depositary receipts representing common equity), provided that if any, forming part of the Beneficial Reference Property of such Common Stock Change Event; and (ii) if such Reference Property includes no such common equity or depositary receipts, then the Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue 5.09 will thereafter cease to apply. Any increase in Notwithstanding anything to the Beneficial contrary herein, no Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrantany Notes held or beneficially owned by any Permitted Party unless and until such Permitted Party provides written notice to the Company specifying that the Ownership Limitation shall apply to such Permitted Party (and specifying the amount thereof).

Beneficial Ownership Limitation. The Notwithstanding any other provision if this Subscription Agreement to the contrary, the Company shall not give effect to any exercise of this WarrantOptional Subscription, and a Holder the undersigned shall not have the no right to exercise make any portion of a Warrant, pursuant to Section 3 or otherwiseOptional Subscription, to the extent that after giving effect to the issuance of Optional Shares pursuant to such issuance after exercise Optional Subscription as set forth on the applicable Notice of ExerciseElection Notice, the Holder undersigned (together with the Holderundersigned’s affiliates (within the meaning of Rule 144(a) under the Securities Act) (“Affiliates, ”) and any other Persons acting as a group together persons whose beneficial ownership of the Company’s common stock would be aggregated with the Holder or any undersigned’s for purposes of Section 13(d) of the Holder’s Affiliates Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including any “group” of which the undersigned is a member (such Personspersons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Stock issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holdercalculated, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group “group” status as contemplated above shall be determined made, in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9, in In determining the number of outstanding shares of Common Stock, a Holder the undersigned may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the CommissionSEC, as the case may be; (B) a more recent public announcement by the Company; Company or (C) a more recent written notice by the Company or the its transfer agent setting forth the number of Common Stock outstanding. Upon agent; and upon the written or oral request of a Holderthe undersigned, the Company shall within two Trading Days business days confirm orally and in writing (including by e-mail) to the Holder undersigned the number of shares of Common Stock then outstanding. In any caseFor purposes of this paragraph, the number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99means 9.9% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Common Stock Optional Shares issuable upon exercise of a Warrantpursuant to the relevant Optional Subscription. The Holderundersigned, upon written notice to and the written consent of the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9Limitation; provided, provided however, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) calendar day after such notice written consent is delivered to provided by the Company. The provisions of this paragraph shall be construed and implemented in a such manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements as is necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrantthe Beneficial Ownership Limitation.

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, in no event shall not effect any exercise of this Warrant, and a the Holder shall not have the right be entitled to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own this Warrant in excess of that portion of this Warrant upon exercise of which the Beneficial Ownership Limitation sum of (as defined below). For purposes of the foregoing sentence, 1) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Stock issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number (other than shares of Common Stock which would may be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant deemed beneficially owned by through the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion ownership of the unexercised portion of this Warrant or non-converted the unexercised or unconverted portion of any other securities security of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) Holder subject to a limitation on conversion or exercise analogous to the limitation limitations contained herein beneficially owned herein) and (2) the number of shares of Common Stock issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder or any of and its Affiliates of any amount greater than 9.99% of the then outstanding shares of Common Stock (whether or Attribution Partiesnot, at the time of such exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock). Except As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as set forth such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended. For purposes of the second preceding sentence, for purposes of this Section 3.3.9, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) amended, and the rules and regulations promulgated Regulations 13D-G thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is except as otherwise provided in compliance with Section 13(dclause (1) of the Exchange Act and the Holder is solely responsible for such sentence. For any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 appliesreason at any time, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion upon written or oral request of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9, in determining the number of outstanding Common Stock, a Holder may rely on the number of outstanding Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be; (B) a more recent public announcement by the Company; or (C) a more recent written notice by the Company or the transfer agent setting forth the number of Common Stock outstanding. Upon the written request of a Holder, the Company shall within two Trading Days one (1) business day confirm orally and in writing (including by e-mail) to the Holder the number of Common Stock then outstanding. In any case, the number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number shares of Common Stock outstanding immediately after giving effect to the issuance as of Common Stock issuable upon exercise of a Warrantany given date. The Holder, limitations set forth herein may be waived by the Holder upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, may increase or decrease the Beneficial Ownership Limitation provisions however, that, such written notice of this Section 3.3.9waiver shall only be effective if delivered at a time when no indebtedness (including, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% without limitation, principal, interest, fees and charges) of the number Company of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by which the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective of its Affiliates was, at any time, the owner, directly or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrantindirectly is outstanding.

Beneficial Ownership Limitation. The Company A Holder may notify the Corporation in writing in the event it elects to be subject to the provisions contained in this Section 6(d); however, no Holder shall be subject to this Section 6(d) unless he, she or it makes such election. If the election is made, (i) the Corporation shall not effect any exercise conversion of this Warrantthe Preferred Stock, and a such Holder shall not have the right to exercise convert all or any portion of a Warrant, pursuant to Section 3 or otherwisethe Preferred Stock, to the extent that that, after giving effect to such issuance after exercise as the conversion set forth on the applicable Notice of ExerciseConversion, the such Holder (together with the such Holder’s Affiliates, and any other Persons acting as a group together with the such Holder or any of the such Holder’s Affiliates (such Persons, “Attribution Parties”)), ) would beneficially own in excess of 4.9%, 9.9%, 19.9% of the Corporation’s Common Stock (or such other amount as a Holder may specify) (the “Beneficial Ownership Limitation Limitation”) and (as defined below)ii) the Corporation shall not permit the Holder to vote, and such Holder shall not have the right vote pursuant to Section 4(b) of this Certificate of Designation, all or any portion of the Preferred Stock that such Holder is not permitted to convert pursuant to the preceding clause (i) (provided, however, that such Holder shall retain the right to vote pursuant to Section 4(c) of this Certificate of Designation to the extent that retaining such right does not cause such Holder to be deemed to beneficially own Conversion Shares within the meaning of Rule 13d-3 promulgated under the Exchange Act. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise conversion of such Warrant the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon (i) exercise conversion of the remaining, non-exercised portion unconverted Accrued Value of such Warrant Preferred Stock beneficially owned by the such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock or the Warrants) beneficially owned by the such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.96(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 6(d) applies, the determination of whether a Warrant the Preferred Stock is exercisable convertible (in relation to other securities owned by the such Holder together with any Affiliates and Attribution Parties) and of which portion how many shares of a Warrant is exercisable Preferred Stock are convertible shall be in the sole discretion of the such Holder, and the submission of a Notice of Exercise Conversion shall be deemed to be the such Holder’s determination of whether a Warrant is exercisable the shares of Preferred Stock may be converted (in relation to other securities owned by the such Holder together with any Affiliates and Attribution Parties) and how many shares of which portion of a Warrant is exercisablethe Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The Holder shall provide the Corporation with any information reasonably requested by the Corporation in connection with this Beneficial Ownership Limitation and the provisions related thereto, in each case with respect to the Corporation's reporting obligations pursuant to the Securities Act, the Exchange Act, or other federal or state securities regulations. For purposes of this Section 3.3.96(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected stated in the most recent of the following: (Ai) the CompanyCorporation’s most recent periodic or annual report filed with the Commission, as the case may be; , (Bii) a more recent public announcement by the Company; Corporation or (Ciii) a more recent written notice by the Company Corporation or the transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Company Corporation shall within two Trading Days confirm orally and in writing (including by e-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 CompanyCorporation, including such Warrantthe Preferred Stock, by the such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise of a Warrant. The Holder, upon By written notice to the CompanyCorporation, a Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9applicable to such Holder, provided provided, however, that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any any such increase in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the CompanyCorporation. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this WarrantPreferred Stock.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this a Warrant, and a Holder shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s AffiliatesAffiliates (as defined below), and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Stock Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Stock Shares issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number of Common Stock Shares which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common StockShares , 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 Shares (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9, in determining the number of outstanding Common StockShares , a Holder may rely on the number of outstanding Common Stock Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be; , (B) a more recent public announcement by the Company; Company or (C) a more recent written notice by the Company or the transfer agent Transfer Agent setting forth the number of Common Stock Shares outstanding. Upon the written or oral request of a Holder, the Company shall within two (2) Trading Days confirm orally and in writing (including by e-mail) to the Holder the number of Common Stock Shares then outstanding. In any case, the number of outstanding Common Stock Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock Shares outstanding immediately after giving effect to the issuance of Common Stock Shares issuable upon exercise of a Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock Shares outstanding immediately after giving effect to the issuance of Common Stock Shares upon exercise of this the Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this a Warrant.

Beneficial Ownership Limitation. The Company Corporation shall not effect any exercise conversion of this Warrantthe Preferred Stock, and a Holder shall not have the right to exercise convert any portion of a Warrant, pursuant to Section 3 or otherwisethe Preferred Stock, to the extent that that, after giving effect to such issuance after exercise as the conversion set forth on the applicable Notice of ExerciseConversion, the such Holder (together with the such Holder’s Affiliates, and any other Persons person or entity acting as a group together with the such Holder or any of the such Holder’s Affiliates (such Persons, “Attribution Parties”)), Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise conversion of such Warrant the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon (iA) exercise conversion of the remaining, non-exercised portion unconverted Stated Value of such Warrant Preferred Stock beneficially owned by the such Holder or any of its Affiliates or Attribution Parties and (iiB) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including the Warrants) beneficially owned by the such Holder or any of its Affiliates or Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 3.3.96(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 6(c) applies, the determination of whether a Warrant the Preferred Stock is exercisable convertible (in relation to other securities owned by the such Holder together with any Affiliates and Attribution PartiesAffiliates) and of which portion how many shares of a Warrant is exercisable Preferred Stock are convertible shall be in the sole discretion of the such Holder, and the submission of a Notice of Exercise Conversion shall be deemed to be the such Holder’s determination of whether a Warrant is exercisable the shares of Preferred Stock may be converted (in relation to other securities owned by the such Holder together with any Affiliates and Attribution PartiesAffiliates) and how many shares of which portion of a Warrant is exercisablethe Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.96(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected stated in the most recent of the following: (A) the CompanyCorporation’s most recent periodic or annual report filed filing with the Securitites and Exchange Commission, as the case may be; , (B) a more recent public announcement by the Company; Corporation or (C) a more recent written notice by the Company Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company Corporation shall within two Trading Days confirm orally and in writing (including by e-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 CompanyCorporation, including such Warrantthe Preferred Stock, by the such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise conversion of a WarrantPreferred Stock held by the applicable Holder. The A Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect 6(c) applicable to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to applyits Preferred Stock. Any such increase in the Beneficial Ownership Limitation or decrease will not be effective until the 61st day after such notice is delivered to the CompanyCompany and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 6(c) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this WarrantPreferred Stock.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of a this Warrant, pursuant to Section 3 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliatesaffiliates, and any other Persons person or entity acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties affiliates shall include the number of shares of Common Stock issuable upon exercise of such 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 (iA) exercise of the remaining, non-exercised nonexercised portion of such this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties affiliates and (iiB) exercise or conversion of the unexercised or non-converted nonconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”equivalents)) , subject to a limitation on conversion or exercise analogous to the limitation contained herein herein, beneficially owned by the Holder or any of its Affiliates or Attribution Partiesaffiliates. Except as set forth in the preceding sentence, for purposes of this Section 3.3.92.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 2.4 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Partiesaffiliates) and of which portion of a this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise an Election to Purchase Shares (in the form attached hereto as Exhibit ‘A’) shall be deemed to be the Holder’s determination of whether a this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Partiesaffiliates) and of which portion of a this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9, in determining the number of outstanding Common Stock, a Holder may rely on the number of outstanding Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be; (B) a more recent public announcement by the Company; or (C) a more recent written notice by the Company or the transfer agent setting forth the number of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days trading days confirm orally and in writing (including by e-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 such this Warrant, by the Holder or its Affiliates or Attribution Parties affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.999.9% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of a this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held 2.4 by an amount determined by the Holder and the provisions of this Section 3.3.9 shall continue to applyin its sole discretion. Any such increase in the Beneficial Ownership Limitation or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph Section 2.4 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 2.4 as may be necessary to correct this paragraph (or any portion hereof) hereof which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph Section 2.4 shall apply to a successor holder of this Warrant.

Beneficial Ownership Limitation. The Company shall not effect any exercise In implementation of this Warrant, and a Holder shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise4.13, to the extent that after giving effect to such an issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as Additional Shares would result in a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Stock issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder Purchaser or any of its Affiliates or Attribution Party’s (as defined in the Warrant) beneficially owning in excess of 4.99% (or, upon election by a Purchaser prior to the issuance of any Securities, up to 9.99%) (the “Maximum Percentage”) of the Common Stock, then the Company shall initially issue only such number of Additional Shares that would result in such Purchaser (together with such Purchaser’s Attribution Parties) beneficially owning the Maximum Percentage of the Common Stock, and, except as otherwise provided below, no other Additional Shares shall be issuable under this Section 4.13 but instead held in abeyance pursuant to this Section 4.13. After such initial issuance, and until all Additional Shares which otherwise would have been issued under this Section 4.13 have been issued, from time to time the Company will issue such number of such unissued Additional Shares so that such Purchaser (together such Purchaser’s Attribution Parties) will beneficially own only the Maximum Percentage of the Common Stock. Such Purchaser shall make written representations and warranties to the Company regarding its (together with its Attribution Parties) beneficial ownership to effectuate the foregoing. The Maximum Percentage limitation contained in this paragraph and Section 2(e) of the Warrants issued to such Purchaser pursuant to this Agreement shall be coordinated so that the aggregate beneficial ownership of such Purchaser (together with its Attribution Parties and (iias defined in the Warrant) exercise or conversion of does not exceed the unexercised or non-converted portion Maximum Percentage limitation. In connection therewith, issuances pursuant to this Section 4.13 shall take precedence over issuances of any other securities Warrant Shares issuable to such Purchaser. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the Company terms this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to assignees of such Purchaser hereunder. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, any other securities with respect to calculations 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 (“Common Share Equivalents”)percentage ownership) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9, in determining the number of outstanding Common Stock, a Holder may rely on the number of outstanding Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be; (B) a more recent public announcement by the Company; or (C) a more recent written notice by the Company or the transfer agent setting forth the number of Common Stock outstanding. Upon the written request of a Holder, the Company shall within two Trading Days confirm in writing (including by e-mail) to the Holder the number of Common Stock then outstanding. In any case, the number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise of a Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Beneficial Ownership Limitation. The Company Corporation shall not effect any exercise conversion of this Warrantthe Series E Preferred Stock, and a Holder shall not have the right to exercise convert any portion of a Warrant, pursuant to Section 3 or otherwisethe Series E Preferred Stock, to the extent that that, after giving effect to such issuance after exercise as the conversion set forth on the applicable Notice of ExerciseConversion, such Holder would beneficially own in excess of the Holder (Beneficial Ownership Limitation, or such Holder together with the such Holder’s Affiliates, Affiliates and any other Persons acting as a group together with the such Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), ) would beneficially own in excess of the Affiliates Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise conversion of such Warrant the Series E Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon (i) exercise conversion of the remaining, non-exercised portion of such Warrant unconverted Series E Preferred Stock beneficially owned by the such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company Corporation (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.96(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the each Holder that the Company Corporation is not representing to the such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 6(c) applies, the determination of whether a Warrant the Series E Preferred Stock is exercisable convertible (in relation to other securities owned by the such Holder together with any Affiliates and Attribution Parties) and of which portion how many shares of a Warrant is exercisable Series E Preferred Stock are convertible shall be in the sole discretion reasonable judgment of the such Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Holder Beneficial Ownership Limitation or the Affiliates Beneficial Ownership Limitation, and the Company Corporation shall have no obligation to verify or confirm the accuracy of such determination. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.96(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected stated in the most recent of the following: (Ai) the CompanyCorporation’s most recent periodic or annual report filed with the Commission, as the case may be; , (Bii) a more recent public announcement by the Company; Corporation or (Ciii) a more recent written notice by the Company Corporation or the transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company Corporation shall within two (2) Trading Days confirm orally and in writing (including by e-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 CompanyCorporation, including such Warrantthe Series E Preferred Stock, by the such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Holder Beneficial Ownership Limitation” shall be 4.999.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise conversion of a WarrantSeries E Preferred Stock held by the applicable Holder. The Holder, upon notice to the Company, may increase or decrease the “Affiliates Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise conversion of this Warrant Series E Preferred Stock held by the applicable Holder and the provisions of this Section 3.3.9 shall continue to applyits Affiliates. Any increase in the The Holder Beneficial Ownership Limitation will not be effective until together with the 61st day after such notice Affiliates Beneficial Ownership Limitation is delivered to collectively known as the Company. “Beneficial Ownership Limitation.” The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 6(c) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this WarrantSeries E Preferred Stock.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this a Warrant, and a the Holder shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s AffiliatesAffiliates (as such term is defined in Rule 405 promulgated under the Securities Act), and any other Persons persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Personspersons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time 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 (“Common Share Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.93.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 3.4 applies, the determination of whether a the Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a the Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a the Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.93.4, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be; , (B) a more recent public announcement by the Company; Company or (C) a more recent written notice by the Company or the transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a the Holder, the Company shall within two Trading Days (2) trading days confirm orally and in writing (including by e-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 such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of a the Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.93.4, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this the Warrant held by the Holder and the provisions of this Section 3.3.9 3.4 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 34 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this the Warrant.

Beneficial Ownership Limitation. The Company shall Corporation is not required to effect any exercise conversion of this Warrantthe Series A Preference Shares, and a Holder shall not have the right to exercise convert any portion of a Warrant, pursuant to Section 3 or otherwisethe Series A Preference Shares, to the extent that that, after giving effect to such issuance after exercise as the conversion set forth on the applicable Notice of ExerciseConversion, the such Holder (together with the such Holder’s Affiliates, and any other Persons acting as a group together with the such Holder or any of the such Holder’s Affiliates (such Persons, “Attribution Parties”)), Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below)Limitation. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise conversion of such Warrant the Series A Preference Shares with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise conversion of the remaining, non-exercised portion of such Warrant unconverted Series A Preference Shares beneficially owned by the such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Series A Preference Shares or the Warrants) beneficially owned by the such Holder or any of its Affiliates or Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 3.3.96.d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 6.d) applies, the determination of whether a Warrant is exercisable the Series A Preference Shares are convertible (in relation to other securities owned by the such Holder together with any Affiliates and Attribution PartiesAffiliates) and of which portion how many shares of a Warrant is exercisable Series A Preference Shares are convertible shall be in the sole discretion of the such Holder, and the submission of a Notice of Exercise Conversion shall be deemed to be the such Holder’s determination of whether a Warrant is exercisable the shares of Series A Preference Shares may be converted (in relation to other securities owned by the such Holder together with any Affiliates and Attribution PartiesAffiliates) and how many shares of which portion of a Warrant is exercisablethe Series A Preference Shares are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a 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 thereunderAct. For purposes of this Section 3.3.96.d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected stated in the most recent of the following: (Ax) the CompanyCorporation’s most recent periodic or annual report filed with the Commission, as the case may be; , (By) a more recent public announcement by the Company; Corporation or (Cz) a more recent written notice by the Company Corporation or the transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company Corporation shall within two Trading Days confirm orally and in writing (including by e-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 CompanyCorporation, including such Warrantthe Series A Preference Shares, by the such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (ormeans, upon election by a Holder prior subject to the issuance of any Warrantsnext sentence, 9.99%) % of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise conversion of a WarrantSeries A Preference Shares held by the applicable Holder. The A Holder, upon not less than 61 days’ prior notice to the CompanyCorporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, 6.d) applicable to its Series A Preference Shares provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise conversion of this Warrant the Series A Preference Shares held by the Holder Holder, and the provisions of this Section 3.3.9 6.d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation or decrease will not be effective until the 61st day after such notice is delivered to the CompanyCorporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 6.d) to correct this paragraph (or any portion hereof) which that may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this WarrantSeries A Preference Shares.

Beneficial Ownership Limitation. The Company Corporation shall not effect any exercise conversion of this Warrantthe Preferred Stock, and a Holder shall not have the right to exercise convert any portion of a Warrant, pursuant to Section 3 or otherwisethe Preferred Stock, to the extent that that, after giving effect to such issuance after exercise as the conversion set forth on the applicable Notice of ExerciseConversion, the such Holder (together with the such Holder’s Affiliates, and any other Persons acting as a group together with the such Holder or any of the such Holder’s Affiliates (such Persons, “Attribution Parties”)), ) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise conversion of such Warrant the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon (i) exercise conversion of the remaining, non-exercised portion unconverted Stated Value of such Warrant Preferred Stock beneficially owned by the such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by the such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.96(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 6(d) applies, the determination of whether a Warrant the Preferred Stock is exercisable convertible (in relation to other securities owned by the such Holder together with any Affiliates and Attribution Parties) and of which portion how many shares of a Warrant is exercisable Preferred Stock are convertible shall be in the sole discretion of the such Holder, and the submission of a Notice of Exercise Conversion shall be deemed to be the such Holder’s determination of whether a Warrant is exercisable the shares of Preferred Stock may be converted (in relation to other securities owned by the such Holder together with any Affiliates and Attribution Parties) and how many shares of which portion of a Warrant is exercisablethe Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.96(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected stated in the most recent of the following: (Ai) the CompanyCorporation’s most recent periodic or annual report filed with the Commission, as the case may be; , (Bii) a more recent public announcement by the Company; Corporation or (Ciii) a more recent written notice by the Company Corporation or the transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Company Corporation shall within two one Trading Days Day confirm orally and in writing (including by e-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 CompanyCorporation, including such Warrantthe Preferred Stock, by the such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrantsshares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise conversion of a WarrantPreferred Stock held by the applicable Holder. The A Holder, upon notice to the CompanyCorporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise conversion of this Warrant the Preferred Stock held by the Holder and the provisions of this Section 3.3.9 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the CompanyCorporation and shall only apply to such Holder and no other Holder. The Beneficial Ownership Limitation shall not be waived by the Corporation or the Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this WarrantPreferred Stock.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of a this Warrant, pursuant to Section 3 1 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of such this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised nonexercised portion of such this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted nonconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution PartiesAffiliates) and of which portion of a this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution PartiesAffiliates) and of which portion of a this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9Section, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be; , (B) a more recent public announcement by the Company; Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing (including by e-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 such this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of a this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9Section, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any such increase in the Beneficial Ownership Limitation or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. As used herein “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

Beneficial Ownership Limitation. The Company Parent shall not effect any exercise conversion of this Warrantany Conversion Amount, and a Holder the Lender shall not have the right to exercise convert any portion of a Warrant, pursuant to Section 3 or otherwise, any Conversion Amount to the extent that after giving effect to such issuance of the Conversion Shares after exercise conversion as set forth on the applicable Notice of ExerciseConversion Notice, the Holder Lender (together with the Holder’s Lender's Affiliates, and any other Persons acting as a group together with the Holder Lender or any of the Holder’s Lender's Affiliates (such Persons, “"Attribution Parties”")), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Stock Shares beneficially owned by the Holder Lender and its Affiliates and Attribution Parties shall include the number of Common Stock Shares issuable upon exercise the Conversion of such Warrant the Conversion Amount with respect to which such determination is being made, but shall exclude the number of Common Stock Shares which would be issuable upon (i) exercise conversion of the remaining, non-exercised nonconverted portion of such Warrant this Agreement beneficially owned by the Holder Lender or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted nonconverted portion of any other securities of the Company Parent (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder Lender or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.97, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder Lender that the Company Parent is not representing to the Holder Lender that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder Lender is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 7 applies, the determination of whether a Warrant any amount outstanding under this Agreement is exercisable convertible (in relation to other securities owned by the Holder Lender together with any Affiliates and Attribution Parties) and of which portion of a Warrant the amount outstanding under this Agreement is exercisable convertible shall be in the sole discretion of the HolderLender, and the submission of a Notice of Exercise Conversion shall be deemed to be the Holder’s Lender's determination of whether a Warrant such amount is exercisable convertible (in relation to other securities owned by the Holder Lender together with any Affiliates and Attribution Parties) and of which portion of a Warrant such amount is exercisableconvertible, in each case subject to the Beneficial Ownership Limitation, and the Company Parent shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.97, in determining the number of outstanding Common StockShares, a Holder Lender may rely on the number of outstanding Common Stock Shares as reflected in (A) the Company’s Parent's most recent periodic or annual report filed with the Commissionapplicable securities regulators, as the case may be; , (B) a more recent public announcement by the Company; Parent or (C) a more recent written notice by the Company Parent or the its transfer agent setting forth the number of Common Stock Shares outstanding. Upon the written or oral request of a HolderLender, the Company Parent shall within two one (1) Trading Days Day confirm orally and in writing (including by e-mail) to the Holder Lender the number of Common Stock Shares then outstanding. In any case, the number of outstanding Common Stock Shares shall be determined after giving effect to the conversion or exercise of securities of the CompanyParent, including such Warrantthe amount outstanding under this Agreement, by the Holder Lender or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock Shares was reported. The “"Beneficial Ownership Limitation” " shall be 4.999.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock Shares outstanding immediately after giving effect to the issuance of Common Stock Shares issuable upon exercise conversion of a Warrantsuch amounts. The HolderLender, upon notice to the CompanyParent, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.97, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock Shares outstanding immediately after giving effect to the issuance of Common Stock Shares upon exercise conversion of the amount outstanding under this Warrant Agreement held by the Holder Lender and the provisions of this Section 3.3.9 7 shall continue to apply, unless: (A) the Lender, provides the applicable stock exchange with a personal information form pursuant to the rules of such stock exchange, and (B) if required, the form has been approved by such stock exchange. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the CompanyParent. The provisions of this paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 7 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder to this Agreement. Notwithstanding the foregoing, the Beneficial Ownership Limitation shall not apply if the Lender beneficially owns in excess of this Warrant9.99% of the number of Shares outstanding immediately before giving effect to the issuance of Conversion Shares issuable upon conversion of any Conversion Amount.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary contained herein, the Company shall not effect any the exercise of any portion of this WarrantOption, and a the Holder shall not have the right to exercise any portion of a Warrantthis Option, pursuant to Section 3 or otherwisethe terms and conditions of this Option and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exerciseexercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s its Affiliates (such Persons, “Attribution Parties”)), collectively would beneficially own in excess of 49.99% (the Beneficial Ownership Limitation (as defined below)“Maximum Percentage”) of the number of Common Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Common Stock Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Stock Shares held by the Holder and its Affiliates plus the number of Common Shares issuable upon exercise of such Warrant this Option with respect to which the determination of such determination sentence is being made, but shall exclude the number of Common Stock Shares which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution PartiesCompany. Except as set forth in the preceding sentence, for For purposes of this Section 3.3.92(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”) and ). In the rules and regulations promulgated thereunder, it being acknowledged by the Holder event that the Company is not representing issuance of Common Shares to the Holder that such calculation is upon exercise of this Option would, but for this Section 2(d), result in compliance with the Holder and its Affiliates being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies1934 Act), the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9, in determining then the number of outstanding Common Stock, a Holder may rely on the number of outstanding Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be; (B) a more recent public announcement by the Company; or (C) a more recent written notice by the Company or the transfer agent setting forth the number of Common Stock outstanding. Upon the written request of a Holder, the Company Option Shares issuable under this Option shall within two Trading Days confirm in writing (including by e-mail) automatically be reduced to the Holder the number of Common Stock then outstanding. In any case, the number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99shares as would result in the Holder and its Affiliates collectively owning 49.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock Shares outstanding immediately after giving effect to such exercise, but the issuance of Total Exercise Price shall not be adjusted. Any Common Stock Shares that would otherwise be issuable upon exercise of a Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph Option shall be construed cancelled and implemented in a manner otherwise than in strict conformity with the terms of void and no longer subject to this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this WarrantOption.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a A Holder shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, Warrants to the extent that after giving effect to such the issuance of Warrant Shares after exercise as set forth on the applicable Notice of ExerciseElection to Purchase, the such Holder or a Person holding through such Holder (together with the such Holder’s Affiliatesor Person’s Affiliates (as defined in Rule 405 under the Securities Act), and any other Persons acting as a group together with the that Holder or person or any of the that Holder’s or person’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the 9.99% (“Beneficial Ownership Limitation (as defined below)Limitation”) of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Stock Warrant Shares that would be owned by that Person issuable upon exercise of such Warrant the Warrants with respect to which such determination is being made, but shall exclude the number of shares of Common Stock (a) which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant Warrants beneficially owned by the that Holder or any of its Affiliates or Attribution Parties and (iib) which would be issuable upon exercise or conversion of the unexercised or non-converted nonconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. .. Except as set forth in the preceding sentence, for purposes of this Section 3.3.93.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended amended, and the rule and regulations promulgated thereunder (the “Exchange Act”) and the rules and regulations promulgated thereunder), it being acknowledged by the Holder that neither the Warrant Agent nor the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 3.3.10 applies, the determination of whether a Warrant is exercisable and of which portion of the Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of an Election to Purchase shall be deemed to be the Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to and neither the Beneficial Ownership Limitation, and Warrant Agent nor the Company shall have no any obligation to verify or confirm the accuracy of such determinationdetermination and neither of them shall have any liability for any error made by the Holder or any other Person. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.93.3.10, in determining the number of outstanding shares of Common Stock, a Holder or other Person may rely on the number of outstanding shares of Common Stock as reflected in (Aa) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be; , (Bb) a more recent public announcement by the Company; Company or (Cc) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon For any reason at any time, upon the written or oral request of a Person that represents that it is or is acting on behalf of a Holder, the Company shall shall, within two one (1) Trading Days Day, confirm orally or in writing (including or by e-mail) mail to the Holder that Person 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 such the Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of a this Warrant. The Holder, upon Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions to any other percentage not in excess of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 3.3.10 shall continue to apply. Any as specified in such notice, provided that any increase in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the CompanyCompany and any such increase or decrease will apply only to the Holder and its Affiliates and Attribution Parties and not to any other holder of Warrants. The provisions of this paragraph Section 3.3.10 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 3.3.10 to correct this paragraph subsection (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitationcontained. The limitations contained in this paragraph shall apply to a successor holder of this the Warrant.

Beneficial Ownership Limitation. The Notwithstanding anything herein to the contrary, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of a this Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to that, upon such issuance after exercise as set forth on the applicable Notice of Exerciseexercise, the number of shares of Common Stock then beneficially owned by such Holder (together with the Holder’s and its Affiliates, and any other Persons acting as a group together Person whose beneficial ownership of Common Stock would be aggregated with the Holder or any such Holder’s for purposes of Section 13(d) of the Exchange Act, including shares held by any “group” of which such Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth hereinafter, would exceed 4.9% (or, at the election of such Holder that is neither Deerfield Private Design Funds III, L.P., Deerfield Partners, L.P. nor an Affiliate of either of the foregoing made by delivering at least 61 days advance written notice to the Company of its intention to increase the beneficial ownership cap applicable to such Holder’s Affiliates , 9.9%) of the total number of shares of Common Stock then issued and outstanding (such Persons, the “Attribution PartiesBeneficial Ownership Cap”)), would beneficially own in excess of ; provided that the Beneficial Ownership Limitation Cap shall not apply to the extent that the Common Stock is not deemed to constitute an “equity security” pursuant to Rule 13d-1(i) under the Exchange Act. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission, and the percentage beneficially owned by such Holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. For purposes hereof, each Holder may rely on the number of outstanding shares of Common Stock as set forth in the Company’s most recent annual report filed with the Securities and Exchange Commission, or any report filed by the Company with the Securities and Exchange Commission subsequent thereto, in each case, unless the Company has confirmed to such Holder the number of shares of Common Stock outstanding as provided in the next sentence (as defined belowin which case such Holder may rely upon such confirmation). Upon the written request of such Holder, the Company shall, within two (2) trading days, confirm in writing to such Holder the number of shares of Common Stock then outstanding. Each delivery of a Notice of Exercise by a Holder will constitute a representation by such Holder that it has evaluated the limitation set forth in this paragraph and determined that the issuance of the full number of shares of Common Stock requested in such Notice of Exercise is permitted under this paragraph. For purposes of the foregoing sentencethis paragraph, the number of shares of Common Stock beneficially owned by the such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of such this Warrant pursuant to the Notice of Exercise with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon (iA) exercise of the remaining, non-exercised unexercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties this Warrant, and (iiB) exercise exercise, exchange or conversion of the unexercised unexercised, unexchanged or non-converted unconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) subject to a limitation on conversion conversion, exchange or exercise analogous to the limitation contained herein beneficially owned by the such Holder or any of its Affiliates or Attribution PartiesAffiliates. Except as set forth in Notwithstanding the preceding sentenceforegoing, the Beneficial Ownership Cap shall be disregarded (i) for purposes of this Section 3.3.9, beneficial ownership shall determining the number of Shares to be calculated reserved for issuance in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”4(b) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d(ii) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9, in determining the number number, kind and amount of outstanding Common Stocksecurities, a Holder may rely on the number of outstanding Common Stock as reflected in (A) the Company’s most recent periodic cash or annual report filed with the Commission, as the case may be; (B) a more recent public announcement by the Company; or (C) a more recent written notice by the Company or the transfer agent setting forth the number of Common Stock outstanding. Upon the written request of a Holder, the Company shall within two Trading Days confirm in writing (including by e-mail) to other property that the Holder the number would be entitled to receive in respect of Common Stock then outstanding. In any case, the number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock shares issuable upon exercise of a Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions as a result of this a Corporate Reorganization, Share Reclassification, Share Split, Special Distribution or other event for purposes of any adjustment required under Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant5.”

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a A Holder shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, Warrants to the extent that after giving effect to such the issuance after exercise of Warrant ADSs as set forth on the applicable Notice of ExerciseElection to Purchase, the such Holder or a person holding through such Holder (together with the such Holder’s Affiliatesor person’s Affiliates (as defined in Rule 405 under the Securities Act), and any other Persons persons acting as a group together with the that Holder or person or any of the that Holder’s Affiliates (such Persons, “Attribution Parties”)or person’s Affiliates), would beneficially own in excess of 4.99% (or, at the election of the Holder prior to the issuance of the Warrants, 9.99%) (“Beneficial Ownership Limitation (as defined below)Limitation”) of the Company’s Ordinary Shares. For purposes of the foregoing sentence, the number of Common Stock Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties a person shall include the number of Common Stock Ordinary Shares underlying ADSs held by the Holder plus the number of Ordinary Shares underlying the Warrant ADSs that would be owned by that person issuable upon exercise of such Warrant the Warrants with respect to which such determination is being made, but shall exclude the number of Common Stock Ordinary Shares (i) underlying the Warrant ADSs which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant Warrants beneficially owned by the Holder that person or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of underlying any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant held by such Holder or other instrument its Affiliates that is at any time are exercisable or convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) Ordinary Shares and subject to a limitation on conversion or exercise that is analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Partiesin this Section 3.3.10. Except as set forth in the preceding sentence, for purposes of this Section 3.3.93.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that neither the Warrant Agent nor the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 3.3.10 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion the number of a Warrant is Warrants that are exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise an Election to Purchase shall be deemed to be the Holder’s determination of whether a such Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion the number of a Warrant is Warrants that are exercisable, in each case subject to and neither the Beneficial Ownership Limitation, and Warrant Agent nor the Company shall have no any obligation to verify or confirm the accuracy of such determinationdetermination and neither of them shall have any liability for any error made by the Holder or any other person. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.93.3.10, in determining the number of outstanding Common StockOrdinary Shares, a Holder or other person may rely on the number of outstanding Common Stock Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be; , (B) a more recent public announcement by the Company; Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of Common Stock Ordinary Shares outstanding. Upon For any reason at any time, upon the written or oral request of a person that represents that it is or is acting on behalf of a Holder, the Company shall shall, within two (2) Trading Days Days, confirm orally or in writing (including or by e-mail) mail to the Holder that person the number of Common Stock Ordinary Shares then outstanding. In any case, the number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise Upon delivery of a Warrant. The Holder, upon written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions to any other percentage not in excess of this Section 3.3.99.99% as specified in such notice, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any any increase in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the CompanyCompany and any such increase or decrease will apply only to the Holder and its Affiliates and not to any other holder of Warrants. The provisions of this paragraph Section 3.3.10 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 3.3.10 to correct this paragraph subsection (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrantcontained.

Beneficial Ownership Limitation. The Company Corporation shall not effect any exercise conversion of this Warrantthe Series I Preferred, and a Holder shall not have the right to exercise convert any portion of a Warrant, pursuant to Section 3 or otherwisethe Series I Preferred, to the extent that that, after giving effect to such issuance after exercise as the conversion set forth on the applicable Notice of ExerciseConversion, the such Holder (together with the such Holder’s Affiliates, and any other Persons acting as a group together with the such Holder or any of the such Holder’s Affiliates (such Persons, “Attribution Parties”)), ) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise conversion of such Warrant the Series I Preferred with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon (i) exercise conversion of the remaining, non-exercised portion unconverted Stated Value of such Warrant Series I Preferred beneficially owned by the such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Series I Preferred or the Warrants) beneficially owned by the such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.96(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 6(d) applies, the determination of whether a Warrant the Series I Preferred is exercisable convertible (in relation to other securities owned by the such Holder together with any Affiliates and Attribution Parties) and of which portion how many shares of a Warrant is exercisable Series I Preferred are convertible shall be in the sole discretion of the such Holder, and the submission of a Notice of Exercise Conversion shall be deemed to be the such Holder’s determination of whether a Warrant is exercisable the shares of Series I Preferred may be converted (in relation to other securities owned by the such Holder together with any Affiliates and Attribution Parties) and how many shares of which portion of a Warrant is exercisablethe Series I Preferred are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.96(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected stated in the most recent of the following: (Ai) the CompanyCorporation’s most recent periodic or annual report filed with the Commission, as the case may be; , (Bii) a more recent public announcement by the Company; Corporation or (Ciii) a more recent written notice by the Company Corporation or the transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a HolderHolder (which may be via email), the Company Corporation shall within two Trading Days confirm orally and in writing (including by e-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 CompanyCorporation, including such Warrantthe Series I Preferred, by the such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise conversion of a WarrantSeries I Preferred held by the applicable Holder. The A Holder, upon notice to the CompanyCorporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, 6(d) applicable to its Series I Preferred provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise conversion of this Warrant Series I Preferred held by the Holder and the provisions of this Section 3.3.9 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the CompanyCorporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this WarrantSeries I Preferred.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of this a Warrant, and a Holder shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s AffiliatesAffiliates (as defined below), and any other Persons persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Personspersons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time 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 (“Common Share Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be; , (B) a more recent public announcement by the Company; Company or (C) a more recent written notice by the Company or the transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two one Trading Days Day confirm orally and in writing (including by e-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 such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of a Warrant. The Holder, upon written notice to the CompanyCompany and the Warrant Agent, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this a Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this a Warrant.

Beneficial Ownership Limitation. The Notwithstanding anything herein to the contrary, the Company shall not effect any exercise conversion of this Warrantthe Series B-1 Preferred Stock, and a Holder shall not have the right to exercise convert any portion of a Warrant, pursuant to Section 3 or otherwisethe Series B-1 Preferred Stock, to the extent that after giving effect to that, upon such issuance after exercise as set forth on the applicable Notice of Exerciseconversion, the number of shares of Class A Common Stock then beneficially owned by such Holder (together with the Holder’s and its Affiliates, and any other Persons acting as Person whose beneficial ownership of Common Stock would be aggregated with such Holder’s for purposes of Section 13(d) of the Exchange Act, including shares held by any “group” of which such Holder is a group together member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth hereinafter, would exceed 4.9% of the total number of shares of Common Stock then issued and outstanding (the “4.9% Cap”); provided that the 4.9% Cap shall not apply to the extent that the Common Stock is not deemed to constitute an “equity security” pursuant to Rule 13d-1(i) under the Exchange Act. For purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the SEC, and the percentage beneficially owned by such Holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. For purposes hereof, each Holder may rely on the number of outstanding shares of Common Stock as set forth in the Company’s most recent annual report filed with the SEC, or any report filed by the Company with the SEC subsequent thereto, in each case, unless the Company has confirmed to such Holder the number of shares of Common Stock outstanding as provided in the next sentence (in which case such Holder may rely upon such confirmation). Upon the written request of such Holder, the Company shall, within two (2) Trading Days, confirm in writing to such Holder the number of shares of Common Stock then outstanding. Each delivery of a Notice of Conversion by a Holder will constitute a representation by such Holder that it has evaluated the limitation set forth in this paragraph and determined that the issuance of the Holder’s Affiliates (full number of shares of Class A Common Stock requested in such Persons, “Attribution Parties”)), would beneficially own in excess Notice of the Beneficial Ownership Limitation (as defined below)Conversion is permitted under this paragraph. For purposes of the foregoing sentencethis Section 6(b), the number of shares of Common Stock beneficially owned by the such Holder and its Affiliates and Attribution Parties shall include the number of shares of Class A Common Stock issuable upon exercise conversion of such Warrant the Series B-1 Preferred Stock subject to the Notice of Conversion with respect to which such determination is being made, but shall exclude the number of shares of Class A Common Stock which would be are issuable upon (iA) exercise conversion of the remaining, non-exercised portion of such Warrant unconverted Series B-1 Preferred Stock beneficially owned by the such Holder or any of its Affiliates or Attribution Parties Affiliates, and (iiB) exercise exercise, exchange or conversion of the unexercised unexercised, unexchanged or non-converted unconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) subject to a limitation on conversion conversion, exchange or exercise analogous to the limitation contained herein (including the Series A Preferred Stock and any other class or series of Preferred Stock and warrants) beneficially owned by the such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9, in determining the number of outstanding Common Stock, a Holder may rely on the number of outstanding Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be; (B) a more recent public announcement by the Company; or (C) a more recent written notice by the Company or the transfer agent setting forth the number of Common Stock outstanding. Upon the written request of a Holder, the Company shall within two Trading Days confirm in writing (including by e-mail) to the Holder the number of Common Stock then outstanding. In any case, the number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise of a Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this WarrantAffiliates.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary contained herein, the Company shall not effect any the exercise of this Warrant, and a the Holder shall not have the right to exercise any portion of a this Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exerciseexercise, the Holder such Person (together with the Holdersuch Person’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), affiliates) would beneficially own in excess of 4.99% (the Beneficial Ownership Limitation (as defined below)“Maximum Percentage”) of the 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 such Person and its Affiliates and Attribution Parties affiliates shall include the number of shares of Common Stock issuable upon exercise of such this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised unexercised portion of such this Warrant beneficially owned by the Holder or any of such Person and its Affiliates or Attribution Parties affiliates and (ii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, convertible notes or convertible preferred stock, right, option, warrant stock 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 (“Common Share Equivalents”)warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Partiesherein. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderamended. For purposes of this Section 3.3.9Warrant, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A1) the Company’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Securities and Exchange Commission, as the case may be; , (B2) a more recent public announcement by the Company; Company or (C3) a more recent written any other notice by the Company or the transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon For any reason at any time, upon the written or oral request of a the Holder, the Company shall within two Trading Days one (1) Business Day confirm orally and in writing (including by e-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 such this Warrant, by the Holder or and its Affiliates or Attribution Parties affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise of a Warrant. The Holder, upon By written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation provisions Maximum Percentage to any other percentage not in excess of this Section 3.3.9, 9.99% specified in such notice; provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any (i) any such increase in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of warrants. For the avoidance of doubt, to the extent the limitation set forth in this Section 1(g) applies, the determination (i) of whether the exercise of this Warrant may be effected (vis-a-vis other Options or Convertible Securities owned by the Holder or any of its Affiliates) and (ii) of which such Options or Convertible Securities shall be convertible, exercisable or exchangeable (as the case may be, as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). The provisions of this paragraph shall be construed and implemented in a manner otherwise other than in strict conformity with the terms of this Section 3.3.9 1(g) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and a the Holder shall not have the right to exercise any portion of a this Warrant, pursuant to Section 3 or otherwisefor a number of Warrant Shares in excess of that number of Warrant Shares that, to the extent that after upon giving effect to such issuance after exercise as set forth on exercise, would cause (a) the applicable Notice aggregate number of Exercise, the shares of Common Stock beneficially owned by such Holder (together and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s Affiliatesfor purposes of Section 13(d) of the Exchange Act to exceed [·] of the total number of shares of the Common Stock outstanding following such exercise, or (b) the combined voting power of the securities of the Company beneficially owned by such Holder and its Affiliates and any other Persons acting as a group together whose beneficial ownership of Common Stock would be aggregated with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess for purposes of Section 13(d) of the Beneficial Ownership Limitation (as defined below)Exchange Act to exceed [·] of the combined voting power of all of the securities of the Company outstanding following such exercise. For purposes of the foregoing sentence, the number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and Attribution Parties 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 number of shares of Common Stock issuable upon exercise of such this Warrant with respect to which such determination is being made, but shall exclude the number shares of Common Stock or other voting securities which would be issuable upon (i) exercise of the remaining, non-exercised unexercised portion of such this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company beneficially owned by the Holder or any of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, convertible notes or convertible preferred stock, right, option, warrant stock 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 (“Common Share Equivalents”)warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Partiesin this Section 13. Except as set forth in the preceding sentence, for purposes of this Section 3.3.913, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9, in determining the number of outstanding Common Stock, a Holder may rely on the number of outstanding Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be; (B) a more recent public announcement by the Company; or (C) a more recent written notice by the Company or the transfer agent setting forth the number of Common Stock outstanding. Upon the written request of a Holder, the Company shall within two Trading Days confirm in writing (including by e-mail) to the Holder the number of Common Stock then outstanding. In any case, the number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise of a Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph 13 shall be construed construed, corrected and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 so as to correct this paragraph (or any portion hereof) which may be defective or inconsistent with effectuate the intended Beneficial Ownership Limitation beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrantcontained.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of a this Warrant, pursuant to Section 3 1 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of such this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised nonexercised portion of such this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted nonconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution PartiesAffiliates) and of which portion of a this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution PartiesAffiliates) and of which portion of a this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9Section, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission (the “Commission”), as the case may be; , (B) a more recent public announcement by the Company; Company or (C) a more recent written notice by the Company or the transfer agent Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two one (1) Trading Days Day confirm orally and in writing (including by e-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 such this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of a this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9Section, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any such increase in the Beneficial Ownership Limitation or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. As used herein “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

Beneficial Ownership Limitation. The Company shall not effect any exercise conversion of this WarrantNote, and a Holder shall not have the right to exercise convert any portion of a Warrant, pursuant to Section 3 or otherwisethis Note, to the extent that after giving effect to such issuance after exercise as the conversion set forth on the applicable Notice of ExerciseConversion, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise conversion of such Warrant this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon (i) exercise conversion of the remaining, non-exercised portion unconverted principal amount of such Warrant this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates or Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 3.3.94(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 4(d) applies, the determination of whether a Warrant this Note is exercisable convertible (in relation to other securities owned by the Holder together with any Affiliates and Attribution PartiesAffiliates) and of which portion principal amount of a Warrant this Note is exercisable convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise Conversion shall be deemed to be the Holder’s determination of whether a Warrant is exercisable this Note may be converted (in relation to other securities owned by the Holder together with any Affiliates and Attribution PartiesAffiliates) and which principal amount of which portion of a Warrant this Note is exercisableconvertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.94(d), in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected stated in the most recent of the following: (Ai) the Company’s most recent periodic or annual report filed with the Commission, as the case may be; , (Bii) a more recent public announcement by the Company; , or (Ciii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing (including by e-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 such Warrantthis Note, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise conversion of a Warrantthis Note held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.94(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise conversion of this Warrant Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 3.3.9 4(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this WarrantNote.

Beneficial Ownership Limitation. The Company shall has agreed with Alpha and Brio, individually and not effect collectively, that in no event may Alpha or Brio convert the shares of Series C Preferred Stock or exercise or convert any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exerciseother securities (collectively, the Holder (together with “Securities”) issued by the Holder’s AffiliatesCompany to either Alpha or Brio, and any other Persons acting if, as a group together with the Holder result of any such conversion or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Stock issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number of Common Stock which would be issuable upon by: (i) exercise of the remainingAlpha , non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9, beneficial ownership it shall be calculated in accordance with Section 13(d) the beneficial owner of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9, in determining the number of outstanding Common Stock, a Holder may rely on the number of outstanding Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be; (B) a more recent public announcement by the Company; or (C) a more recent written notice by the Company or the transfer agent setting forth the number of Common Stock outstanding. Upon the written request of a Holder, the Company shall within two Trading Days confirm in writing (including by e-mail) to the Holder the number of Common Stock then outstanding. In any case, the number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99than 9.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series C Preferred Stock or the exercise of a Warrant. The Holderany Securities containing rights to acquire or be exchanged for shares of Common Stock and (ii) Brio, upon notice to it shall be the Company, may increase or decrease the Beneficial Ownership Limitation provisions beneficial owner of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99more than 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series C Preferred Stock or the exercise of any Securities containing rights to acquire or be exchanged for shares of Common Stock . The foregoing is defined in this Exchange Agreement as the “Beneficial Ownership Limitation.” Either Alpha and/or Brio, individually and not collectively, may decrease the Beneficial Ownership Limitation at any time and, upon not less than 61 days’ prior notice to the Company, may increase the Beneficial Ownership Limitation under this Section 1.4, provided that the Beneficial Ownership Limitation with respect to Alpha, in no event exceeds 9.99%, and with respect to Brio, in no event exceeds 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of the Series C Preferred Stock or the exercise of this Warrant any Securities containing rights to acquire or be exchanged for shares of Common Stock held by the Holder Alpha and/or Brio, acting singly, and the Beneficial Ownership Limitation provisions of this Section 3.3.9 1. 4 shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 1. 4 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrantthe Convertible Note or any Securities issued to Alpha and Brio .

Beneficial Ownership Limitation. The Company Corporation shall not effect any exercise conversion of this Warrantthe Preferred Stock, and a Holder shall not have the right to exercise convert any portion of a Warrant, pursuant to Section 3 or otherwisethe Preferred Stock, to the extent that that, after giving effect to such issuance after exercise as the conversion set forth on the applicable Notice of ExerciseConversion, the such Holder (together with the such Holder’s Affiliates, and any other Persons acting as a group together with the such Holder or any of the such Holder’s Affiliates (such Persons, “Attribution Parties”)), ) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise conversion of such Warrant the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon (i) exercise conversion of the remaining, non-exercised portion unconverted Stated Value of such Warrant Preferred Stock beneficially owned by the such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock or the Warrants) beneficially owned by the such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.96(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 6(d) applies, the determination of whether a Warrant the Preferred Stock is exercisable convertible (in relation to other securities owned by the such Holder together with any Affiliates and Attribution Parties) and of which portion how many shares of a Warrant is exercisable Preferred Stock are convertible shall be in the sole discretion of the such Holder, and the submission of a Notice of Exercise Conversion shall be deemed to be the such Holder’s determination of whether a Warrant is exercisable the shares of Preferred Stock may be converted (in relation to other securities owned by the such Holder together with any Affiliates and Attribution Parties) and how many shares of which portion of a Warrant is exercisablethe Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.96(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected stated in the most recent of the following: (Ai) the CompanyCorporation’s most recent periodic or annual report filed with the Commission, as the case may be; , (Bii) a more recent public announcement by the Company; Corporation or (Ciii) a more recent written notice by the Company Corporation or the transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a HolderHolder (which may be via email), the Company Corporation shall within two one Trading Days Day confirm orally and in writing (including by e-mailwhich may be via email) 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 CompanyCorporation, including such Warrantthe Preferred Stock, by the such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.999.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise conversion of a WarrantPreferred Stock held by the applicable Holder. The A Holder, upon notice to the CompanyCorporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise conversion of this Warrant Preferred Stock held by the Holder and the provisions of this Section 3.3.9 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the CompanyCorporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this WarrantPreferred Stock.

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, the Corporation shall not effect any exercise conversion of this Warrantthe Class A Preferred Stock, and a Holder shall not have the right to exercise convert any portion of a Warrant, pursuant to Section 3 or otherwisethe Class A Preferred Stock, to the extent that that, after giving effect to such issuance after exercise as an attempted conversion set forth on the an applicable Notice of ExerciseConversion, the such Holder (together with the such Holder’s Affiliates, and any other Persons acting as a group together Person whose beneficial ownership of Common Stock would be aggregated with the Holder or any of the Holder’s Affiliates for purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group” of which the Holder is a member (such Personsthe foregoing, “Attribution Parties”)), ) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise conversion of such Warrant the Class A Preferred Stock subject to the Notice of Conversion with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon (iA) exercise conversion of the remaining, non-exercised portion unconverted shares of such Warrant Class A Preferred Stock beneficially owned by the such Holder or any of its Affiliates or Attribution Parties Parties, and (iiB) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company Corporation (including, without limitation, including any other securities warrants) beneficially owned by such Holder or any 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 its Attribution Parties that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) are subject to a limitation on conversion or exercise analogous similar to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Partiesherein. Except as set forth in the preceding sentence, for For purposes of this Section 3.3.96(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and applicable regulations promulgated thereunderof the Commission. In addition, it being acknowledged by for purposes hereof, “group” has the Holder that the Company is not representing to the Holder that such calculation is meaning set forth in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion applicable regulations of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderCommission. For purposes of this Section 3.3.96(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected stated in the most recent of the following: (A) the CompanyCorporation’s most recent periodic or annual report filed filing with the Commission, as the case may be; , (B) a more recent public announcement by the Company; Corporation that is filed with the Commission, or (C) a more recent written notice by the Company Corporation or the Corporation’s transfer agent to the Holder setting forth the number of shares of Common Stock then outstanding. Upon the written request of a HolderHolder (which may be by email), the Company shall Corporation shall, within two three (3) Trading Days thereof, confirm in writing (including by e-mail) to the Holder the number of Common Stock then outstanding. In any case, the number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise of a Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.Holder (which may

Beneficial Ownership Limitation. The Company shall not effect Notwithstanding any exercise provision to the contrary contained herein, any Notice of this Warrant, and a Conversion delivered by or on behalf of the Holder shall be deemed automatically not to have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, been so delivered by such person to the extent extent, but only to the extent, that after giving effect immediately prior to or following the delivery of any shares of Common Stock or any other security otherwise deliverable upon such issuance after exercise as set forth on the applicable Notice of Exercise, conversion would result in the Holder in the aggregate (together with the Holder’s Affiliates, affiliates and any other Persons acting as member of a group together Section 13(d) “group” with the Holder Holder) having “beneficial ownership” as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder (“Beneficial Ownership”) of Common Stock or any other class of any equity security (other than an exempted security) that is registered pursuant to Section 12 of the Holder’s Affiliates Exchange Act (such Persons, a “Attribution PartiesClass”)), would beneficially own ) in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentencecalculating Beneficial Ownership, the aggregate number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise conversion of such Warrant the Preferred Stock with respect to which such the determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted unconverted portion of the Preferred Stock or any other securities of the Company Corporation beneficially owned by the Holder (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stockconvertible notes, including, without limitation, any debt, preferred stock, right, option, warrant convertible stock or other instrument warrants) that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) are subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by herein. Any purported delivery to any Holder of a number of shares of Common Stock or any other security upon conversion of the Preferred Stock shall be void and have no effect to the extent, but only to the extent, that before or after such delivery, the Holder would have Beneficial Ownership of Common Stock or any other Class in excess of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation. The Holder shall disclose to the Corporation the number of shares of Common Stock or other applicable Class that it, its affiliates or any member of a group with the Holder owns or 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 a Notice of Conversion. “Beneficial Ownership Limitation” shall initially be 4.99%, and the Company shall have no obligation to verify may subsequently be increased or confirm the accuracy of such determination. In addition, a determination as decreased to any group status as contemplated above shall be determined other percentage at the Holder’s election, any such increase to require 61 days’ advance notice delivered to the Corporation; provided that the Beneficial Ownership Limitation in accordance with Section 13(d) of the Exchange Act no event exceeds 19.99% and the rules and regulations promulgated thereunderprovisions of this Section 6(d) shall continue to apply. For purposes of this Section 3.3.96(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A1) the CompanyCorporation’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Securities and Exchange Commission, as the case may be; , (B2) a more recent public announcement by the Company; Corporation or (C3) a more recent written any other notice by the Company Corporation or the transfer agent Transfer Agent setting forth the number of shares of Common Stock outstandingoutstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). Upon If the written request Corporation receives a Notice of Conversion 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 Corporation shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Conversion would otherwise cause the Holder’s, together with those parties’ holdings aggregated with the Holder’s holdings as determined pursuant to this Section 6(d), to exceed the Beneficial Ownership Limitation, the Holder must notify the Corporation of a Holder, the Company shall within two Trading Days confirm in writing (including by e-mail) to the Holder the reduced number of Common Stock then outstanding. In any case, the number of outstanding Common Stock shall to be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise of a Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect converted pursuant to such limitation. The limitations contained in this paragraph shall apply to a successor holder Notice of this WarrantConversion.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, Affiliates (as defined below) and any other Persons acting as a group together each person subject to aggregation with the such Holder or any its Affiliates under Sections 13(d) or 14(d) of the Holder’s Affiliates Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such Personspersons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of this Warrant Agreement, “Affiliate” means any person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person, as such terms are used in and construed under Rule 405 under the Securities Act. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.9, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be; , (B) a more recent public announcement by the Company; Company or (C) a more recent written notice by the Company or the transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing (including by e-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 such Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise of a Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary set forth in this Debenture, at no time may the Company shall not effect any exercise of this Warrant, and a issue to the Holder shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, Debenture Shares to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exerciseissuance, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Stock issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3.3.95(g), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 5(g) applies, the determination of whether a Warrant is exercisable shares of Common Stock may be issued pursuant to this Debenture (in relation to other securities owned by the Holder together with any Affiliates and Attribution PartiesAffiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Holder Redemption Notice of Exercise (at a time when this Debenture is Stock On) shall be deemed to be the Holder’s determination of whether a Warrant is exercisable shares of Common Stock may be issued pursuant to this Debenture (in relation to other securities owned by the Holder together with any Affiliates and Attribution PartiesAffiliates) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation. In addition, the Holder may notify the Company that the issuance of any Debenture Shares would cause the Holder to exceed the Beneficial Ownership Limitation, in which case, the Company shall only issue to the Holder such number of shares of Common Stock that would not cause the Holder to exceed the Beneficial Ownership (as determined by the Holder in accordance with this Section 5(g)). To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Holder Redemption Notice (at a time that this Debenture is Stock On) that such Holder Redemption Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.95(g), in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected stated in the most recent of the following: (Ai) the Company’s most recent periodic or annual report filed with the Commission, as the case may be; , (Bii) a more recent public announcement by the Company; , or (Ciii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two (2) Trading Days confirm orally and in writing (including by e-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 issuance of shares of Common Stock under this Debenture or exercise of securities of the Company, including such Warrant, by Warrants to the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.994.9% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the applicable issuance of shares of Common Stock issuable upon exercise of a Warrantpursuant to this Debenture held by the Holder. The Holder, upon not less than sixty-one (61) days’ prior notice to the CompanyBorrowers, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.95(g), provided that the Beneficial Ownership Limitation in no event exceeds 9.999.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise pursuant to the terms of this Warrant held by the Holder Debenture and the Beneficial Ownership ​ ​ Limitation provisions of this Section 3.3.9 shall 5(g)shall continue to apply. Any such increase in the Beneficial Ownership Limitation or decrease will not be effective until the 61st sixty first (61st) day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 5(g) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this WarrantDebenture.