Common use of Beneficial Ownership Limitation Clause in Contracts

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of 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 Affiliates (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 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 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 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 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 Company 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 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 a Warrant.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of a 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 (as defined below)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 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 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 3.3.93.3.10, 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 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 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 3.3.93.3.10, 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 setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including 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 Company and the Warrant AgentCompany, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.93.3.10, 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 a this Warrant held by the Holder and the provisions of this Section 3.3.9 3.3.10 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 3.3.10 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 a this Warrant.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of a 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 (as defined below)Affiliates, and any other persons 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 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 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 3.3.92(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 shares of Common Voting Stock, a Holder may rely on the number of outstanding shares of Common 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 or (Ciii) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common 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 to the such Holder the number of shares of Common votes represented by the Voting Stock then outstanding. In any case, the number total voting power of the outstanding shares of Common 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 shares of Common 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 shares of votes represented by the Common Voting Stock outstanding immediately after giving effect to the issuance of shares of Common Stock Warrant Shares otherwise issuable upon exercise of a Warrant. The Holder, upon written notice pursuant to the Company and the Warrant Agent, 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 shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of 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 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 a Warrant.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of a 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 (as defined below)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 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 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 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 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 Company and the Warrant AgentCompany, 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 a 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 a this Warrant.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of a 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 (as defined below)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 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 Stock 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 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 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 Company and the Warrant AgentCompany, 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 a 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 a this Warrant.

Beneficial Ownership Limitation. The Company Corporation shall not be required to effect any exercise conversion of a 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 (as defined below)Affiliates, and any other persons Persons acting as a group together with the such Holder or any of the such 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 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 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 Stock 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 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 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 written notice to the Company and the Warrant AgentCorporation, 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 a Warrant this 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 a WarrantPreferred Stock.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of a 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 (as defined below)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 Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares 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 shares 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 shares of 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, shares of Common Stock Shares (“Common Stock 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 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 setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including 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 Company 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 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 a Warrant.Section

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 be required to effect any exercise conversion of a Warrantthis Note, 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 (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”)), Affiliates) 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 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 Stock 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 or (C) a more recent any other written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a the Holder, the Company shall within two (2) Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including 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 shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of a WarrantExchange Act. This Section 3(f) may be not be waived or amended. The Holder, upon written notice to the Company and the Warrant Agent, 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 shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of 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 a WarrantLimitation.”

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of a 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 or person’s Affiliates (as defined belowin Rule 405 under the Act), and any other 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 shares 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 shares of 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, shares of Common Stock (“Common Stock 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 or (Cc) 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 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 and or in writing or by e-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 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 Upon delivery of a Warrant. The Holder, upon written notice to the Company and Company, the Warrant Agent, 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 shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of a 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 a Warrantcontained.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of 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 Affiliates (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 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 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 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 (2) Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including 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 Company 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 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 a Warrant.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of a 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 or person’s Affiliates (as defined belowin 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 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 shares of Common Stock Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties a person shall include the number of shares of Common Stock Ordinary Shares underlying the Warrant ADSs that would be owned by that person issuable upon exercise of such Warrant the Warrants with respect to which such determination is being made, but shall exclude the number of shares 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 shares of 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, shares of Common Stock (“Common Stock 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 shares of Common StockOrdinary Shares, a Holder or other person may rely on the number of outstanding shares of Common Stock Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares 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 and or in writing or by e-mail to the Holder that person the number of shares of Common Stock Ordinary Shares 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 Upon delivery of a Warrant. The Holder, upon written notice to the Company and Company, the Warrant Agent, 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 shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of a 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 a Warrantcontained.

Beneficial Ownership Limitation. The Company shall not be required to effect conversion of any exercise of a 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 (as defined below)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 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 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 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 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 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 the Holder, the Company shall within two Trading Days three trading days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including 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 written not less than 61 days’ prior notice to the Company and the Warrant AgentCompany, 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 a Warrant held by this 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 a Warrant1933, as amended.

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, the Corporation shall not be required to effect any exercise conversion of a Warrantany share of Series A Non-Voting Preferred Stock, including pursuant to Section 6.1, and a Holder shall not have the right to exercise convert any portion of a Warrant, the Series A Non-Voting Preferred Stock pursuant to Section 3 or otherwise6.2, to the extent that that, after giving effect to such issuance after exercise as attempted conversion set forth on the an applicable Notice of ExerciseConversion (as defined in the Certificate of Designation) with respect to the Series A Preferred Stock, the such Holder (together with the or any of such Holder’s Affiliates (as defined below), and or any other persons acting as Person who would be a group together with beneficial owner of Common Stock beneficially owned by the Holder for purposes of Section 13(d) or any Section 16 of the Holder’s Affiliates Exchange Act and the applicable rules and 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)Limitation. For purposes of the foregoing sentence, the aggregate 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 Non-Voting Preferred Stock subject to the Notice of Conversion or the Automatic Conversion, as applicable, 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, nonunconverted Series A Non-exercised portion of such Warrant Voting 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 shares of 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, shares of Common Stock (“Common Stock Equivalents”)) are subject to and would exceed 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 purposes of this Section 3.3.96.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the applicable rules and regulations of 1934, as amended (the “Exchange Act”)Commission, and the rules terms “beneficial ownership” and regulations promulgated thereunder“beneficially own” have the meanings ascribed to such terms therein. 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 3.3.96.4, 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 Transfer Agent Corporation’s transfer agent to the Holder setting forth the number of shares of Common Stock then outstanding. Upon the written or oral request of a HolderHolder (which may be by email), the Company shall Corporation shall, within two (2) Trading Days thereof, confirm orally and in writing to the such Holder (which may be via email) 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 A Non-Voting 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 initially be 4.99% (or, upon election set at the discretion of each Holder to a percentage designated by a such Holder prior on its signature page 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 Company Purchase Agreement between 0% 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 9.9919.9% of the number of shares of the Common Stock outstanding immediately after giving effect or deemed to be outstanding as of the issuance of shares of Common Stock upon exercise of a Warrant held applicable measurement date, and such percentage shall be set at 19.9% for any Holder that does not make such designation in the Purchase Agreement. The Corporation shall be entitled to rely on representations made to it by the Holder and in any Notice of Conversion regarding its Beneficial Ownership Limitation. Notwithstanding the provisions of this Section 3.3.9 shall continue foregoing, by written notice to apply. Any increase in the Corporation, (i) the Holder may reset the Beneficial Ownership Limitation percentage to a higher percentage, not to exceed 19.9%, which increase will not be effective until the 61st sixty-first (61st) day after such written notice is delivered to the CompanyCorporation, and (ii) the Holder may reset the Beneficial Ownership Limitation percentage to a lower percentage provided that such decrease shall not become effective until the later of (x) 5:00 p.m. Eastern time on the third Business Day after the date of the Stockholder Approval and (y) if Stockholder Approval is not obtained within six months after the initial issuance of the Series A Non-Voting Preferred Stock, the date that is three Business Days after the date that is six months after the initial issuance of the Series A Non-Voting Preferred Stock. Upon such a change by a Holder of the Beneficial Ownership Limitation, not to exceed 19.9%, the Beneficial Ownership Limitation may not be further amended by such Holder without first providing the minimum notice required by this Section 6.4. Notwithstanding the foregoing, at any time following notice of a Fundamental Transaction, the Holder may waive and/or change the Beneficial Ownership Limitation effective immediately upon written notice to the Corporation and may reinstitute a Beneficial Ownership Limitation at any time thereafter effective immediately upon written notice to the Corporation. The provisions of this paragraph Section 6.4 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 herein contained and the shares of Common Stock underlying the Securities in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Purchaser for any purpose including for purposes of Section 13(d) 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 Rule 16a-1(a)(1) of a Warrantthe Exchange Act.

Beneficial Ownership Limitation. The Company shall not be required to effect any the exercise of a 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 (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”)), 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 of 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 shares of 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, shares of Common Stock (“Common Stock 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 or (C3) a more recent written any other notice by the Company or the 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 orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including 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 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 By written notice to the Company and Company, the Warrant Agent, 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 shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of a 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 doubt, to the extent the limitation set forth in this Section 1.1.(h) applies, the determination (i) of whether the exercise of this paragraph 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 construed and implemented in a manner otherwise than in strict conformity with convertible, exercisable or exchangeable (as the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which case 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 a Warrant.be, as among all such

Beneficial Ownership Limitation. The Company Corporation shall not be required to effect any exercise conversion of a 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 (as defined below)'s Affiliates, and any other persons 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 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 Stock 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 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 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 written not less than 61 days' prior notice to the Company and the Warrant AgentCorporation, 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 a Warrant this 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 a WarrantSeries A Preferred.

Beneficial Ownership Limitation. The Company shall not be required to effect the conversion of any exercise portion of a Warrantthis Note, and a the Holder shall not have the right to exercise convert any portion of a Warrant, this Note pursuant to Section 3 or otherwisethe terms and conditions of this Note and any such conversion 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 Exerciseconversion, the Holder (together with the Holder’s Affiliates (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”)), Parties collectively 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 conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and its Affiliates and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise conversion of such Warrant this Note with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (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 the other Attribution Parties and (iiB) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or 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 Stock Equivalents”)) Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Partiesin this Section 3.2(e). Except as set forth in the preceding sentence, for For purposes of this Section 3.3.93.2(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 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 StockStock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the CommissionSEC, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company or the Transfer Agent Agent, if any, setting forth the number of shares of Common Stock outstandingoutstanding (the “Reported Outstanding Share Number”). Upon If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of a the Holder, the Company shall within two one Trading Days Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrantthis Note, by the Holder or its Affiliates or and any other Attribution Parties Party since the date as of which such the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock 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%as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Furthermore, the Company shall indemnify the Holder in accordance with the Purchase Agreement, if the Holder suffers any damages or claims as a result of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise Excess Shares being issued. Upon delivery of a Warrant. The Holder, upon written notice to the Company and Company, the Warrant Agent, Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Beneficial Ownership Limitation provisions Maximum Percentage to any other percentage not in excess of this Section 3.3.9, 9.99% as specified in such notice; 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 a 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 Maximum Percentage will not be effective until the 61st day after such notice is delivered to the CompanyCompany and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. 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. 2(e) to the extent necessary to correct this paragraph (or any portion hereof) provision which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph Section 3.2(e) may not be waived and shall apply to a successor holder of a Warrantthis Note.

Beneficial Ownership Limitation. The Except as provided in Section 6(b) of this Statement of Designations, which shall apply as stated therein if an Automatic Conversion Event shall occur, the right of the Holder to convert the Series A Preferred Stock shall be subject to the 4.9% Limitation, with the result that Company shall not be required to effect any exercise conversion of a Warrantthe Series A Preferred Stock, and a the Holder shall not have the right to exercise convert any portion of a Warrant, pursuant to Section 3 or otherwisethe Series A Preferred Stock, 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 (as defined belowaffiliates), and any other persons acting as a group together with set forth on the Holder or any applicable Notice of the Holder’s Affiliates (such persons, “Attribution Parties”))Conversion, would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes 4.9% of the foregoing sentence, the number of shares of the Common Stock beneficially owned by outstanding immediately after giving effect to such conversion. For 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 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, Agreement 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 Act, and the rules and regulations promulgated Regulation 13d-3 thereunder. For purposes of this Section 3.3.96(c), 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 or annual report Form 10-QSB), Annual Reports (Form 10-K or Form 10-KSB), or definitive proxy statement or information statement as filed with the Commission, as Commission under the case may beExchange 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 Transfer Agent 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 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 Series A Preferred Stock, 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 4.99% (or, upon election publicly reported 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 Company 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 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 4.9% Limitation may be defective not be waived 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 a Warrantamended.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise conversion of a Warrantthis Note, 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 (as defined below)Affiliates, and any other persons Persons acting as a group together with the Holder or any of the Holder’s Affiliates (or such persons, “Attribution Parties”)), Persons’ 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 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 Stock 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 Partiesany Persons deemed to act as a group together with the Holder and any of the Holder’s or such Person’s Affiliates) 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 Company, or (Ciii) 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 Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including 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 written prior notice to the Company and the Warrant AgentCompany, 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 of a Warrant held by the Holder and the provisions of this Section 3.3.9 4(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 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 a Warrantthis Note.

Beneficial Ownership Limitation. The (i) Notwithstanding anything in this Warrant to the contrary, the Company shall not be required to effect honor any exercise of a this Warrant, and a Holder Warrantholder 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 an attempted exercise as set forth on the an applicable Notice of Exercise, the Holder such Warrantholder (together with the Holdersuch Warrantholder’s Affiliates (as defined below)Affiliates, and any other persons acting as a group together Person whose beneficial ownership of Common Stock would be aggregated with the Holder Warrantholder’s for purposes of Section 13(d) or any Section 16 of the Holder’s Affiliates Exchange Act, and any other applicable regulations of the U.S. Securities and Exchange Commission (such personsthe “Commission”), including any “group” of which the Warrantholder is a member (the foregoing, “Attribution Parties”)), ) would beneficially own a number of shares of Common Stock 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 Holder such Warrantholder and its Affiliates and Attribution Parties shall include the number of shares Warrant Shares issuable under the Notice of Common Stock issuable upon exercise of such Warrant 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 any Warrant beneficially owned by the Holder such Warrantholder 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 (including, without limitation, including any other securities warrants) beneficially owned by such Warrantholder or any 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 its Attribution Parties 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 Stock 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 3.3.913, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and any other applicable regulations of 1934the Commission. In addition, as amended (for purposes hereof, “group” has 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 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 3.3.913, in determining the number of outstanding shares of Common Stock, a Holder Warrantholder may rely on the number of outstanding shares of Common Stock as reflected stated in the most recent of the following: (Ax) the Company’s most recent periodic or annual report filed filing with the Commission, as the case may be, (By) a more recent public announcement by the Company that is filed with the Commission, or (Cz) a more recent written notice by the Company or the Transfer Agent Company’s transfer agent to the Warrantholder setting forth the number of shares of Common Stock then outstanding. Upon the written or oral request of a HolderWarrantholder (which may be by email), the Company shall shall, within two three (3) Trading Days thereof, confirm orally and in writing to the Holder such Warrantholder (which may be via email) 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 Company, including such exercise of this Warrant, by the Holder such Warrantholder 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 Warrantholder. The “Company shall be entitled to rely on representations made to it by the Warrantholder in any Notice of Exercise regarding its Beneficial Ownership Limitation” shall . The Warrantholder acknowledges that the Warrantholder is solely responsible for any schedules or statements required to be 4.99% (or, upon election filed by a Holder prior to the issuance of any Warrants, 9.99%it in accordance with Section 13(d) or Section 16(a) 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 Company 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 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 a WarrantExchange Act.

Beneficial Ownership Limitation. The Company Corporation shall not be required to effect any exercise conversion of a 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 (as defined below)Affiliates, and any other persons 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 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 Stock 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 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 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 written notice to the Company 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 Preferred Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of 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 a Warrantapplicable Holder.

Beneficial Ownership Limitation. The (a) By written notice to the Company, Bluescape may elect for the beneficial ownership limitation set forth in this Section 12.20 to apply to it. If such election is made, the Company shall not be required to effect any exercise the conversion of a WarrantBluescape’s Notes, and a Holder Bluescape shall not have the right to exercise convert all or any portion of a WarrantNote, pursuant to Section 3 or otherwiseand any such conversion 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 Exerciseconversion, the Holder (Bluescape and its Affiliates, together with the Holder’s Affiliates any Attribution Parties (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 Beneficial Owner Parties”)), would beneficially own in excess of 9.9% (the Beneficial Ownership Limitation (as defined below)“Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Beneficial Owner Parties shall include the number of shares of Common Stock issuable upon exercise conversion of such Warrant the Note with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which that would be issuable upon (ix) exercise conversion of the remaining, non-exercised unexercisable portion of such Warrant the Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties Bluescape and (iiy) exercise or conversion of the unexercised or non-converted unconverted portion of any other securities of the Company beneficially owned by Bluescape or any Attribution Parties (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time convertible notes or convertible preferred 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 Stock 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 and “Attribution Parties” shall include any and all persons with whom a Beneficial Owner Party is or would be deemed to be members of 1934, as amended (the “Exchange Act”), and the rules and regulations a group pursuant to Rule 13d-5(b(1) promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with 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 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 thereunderAct. For purposes of this Section 3.3.9the Note, in determining the number of outstanding shares of Common Stock, a Holder Bluescape 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 Commission, SEC as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent written any other notice by the Company or Continental Stock Transfer & Trust Company, as transfer agent (in such capacity, the “Transfer Agent 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 HolderBluescape, the Company shall shall, within two Trading Days (2) Business Days, confirm orally and in writing to the Holder Bluescape the number of shares of Common Stock then outstanding. In any case, the number of issued and outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company, including such Warrant, Company by the Holder or its Affiliates or Attribution Parties Bluescape since the date as of which such number of issued and 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 By written notice to the Company and the Warrant AgentCompany, Bluescape may from time to time increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9Maximum Percentage applicable to it to any other percentage specified in such notice; provided, provided however, 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 a Warrant held by the Holder and the provisions of this Section 3.3.9 any such increase shall continue to apply. 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 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 a Warrant.

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, in no event shall not the Holder be required to effect any exercise of a Warrant, and a Holder shall not have the right 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 (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 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 (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of this Warrant or the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the limitations contained herein) and Attribution Parties shall include (2) the number of shares of Common Stock issuable upon the exercise of such the portion of this Warrant with respect to which such the determination of this proviso 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 result in beneficial ownership by the Holder or any of and its Affiliates or Attribution Parties and (ii) exercise or conversion of any amount greater than 9.99% 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, then outstanding shares of Common Stock (“Common Stock Equivalents”)) subject to a limitation on conversion whether or exercise analogous to not, at the limitation contained herein beneficially owned by time of such exercise, the Holder or any of and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock). As used herein, the term “Affiliate” means any person or Attribution Partiesentity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended. Except as set forth in 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 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 thereundersentence. For purposes of this Section 3.3.9any reason at any time, 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 setting forth the number of shares of Common Stock outstanding. Upon the upon written or oral request of a the Holder, the Company shall within two Trading Days one (1) business day confirm orally and in writing to the Holder the number of shares of Common Stock then outstandingoutstanding as of any given date. In any case, the number of outstanding shares of Common Stock shall The limitations set forth herein may be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, waived by the Holder or its Affiliates or Attribution Parties since the date as upon provision of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% no less than sixty-one (or, upon election by a Holder 61) days 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 Company Company; provided, however, that, such written notice of waiver shall only be effective if delivered at a time when no indebtedness (including, without limitation, principal, interest, fees 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% charges) of the number Company of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of a 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 a Warrantindirectly is outstanding.

Beneficial Ownership Limitation. The (a) No Purchaser shall request that a Note held by it be converted, and the Company shall not be required to effect any exercise the conversion of a Warrant, and a Holder shall not have the right to exercise any portion 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 (as defined below), 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 shares 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 shares 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 shares 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 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 Stock 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 shares of Common StockOrdinary Shares (including Ordinary Shares represented by ADSs), a Holder Purchaser may rely on the number of outstanding shares of 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 (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 shares 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 to the Holder Purchaser the number of shares 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 shares of 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 shares of 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 shares of the Common Stock Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding immediately after giving effect to the issuance of shares of Common Stock the Conversion Shares issuable upon exercise conversion of a Warrantthe applicable Note. The HolderPurchaser, upon written not less than 61 days’ prior notice to the Company and the Warrant AgentCompany, 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 shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of a 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 of a Warrantto Purchaser.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of a 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 (as defined below)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 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 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 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 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 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 Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including 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 written not less than 61 days’ prior notice to the Company and the Warrant AgentCompany, 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 a 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 WarrantPerson, as such terms are used in and construed under Rule 405 under the Securities Act.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary set forth in the Certificate of Designation, the Company shall not be required to effect any exercise redesignation of a 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 (as defined below), 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 shares of 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, shares of Common Stock (“Common Stock 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 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 the Holder such Purchaser (which may be by email) 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 Company 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 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 a Warrant.after

Beneficial Ownership Limitation. The Notwithstanding anything herein to the contrary, the Company shall not be required to effect any exercise of a 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 Affiliates (as defined below)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 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 Stock 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 be calculated in accordance with Section 13(d2(f) (Reservation 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 PartiesShares) 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 Partiesii) 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 shares of Common Stocksecurities, a cash or other property that the Holder may rely on the number of outstanding shares of Common Stock as reflected would be entitled to receive 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 respect of shares issuable upon exercise of Common Stock outstanding. Upon the written or oral request this Warrant as a result of a HolderReorganization, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any caseReclassification, 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 subdivision 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 combination of the Common Stock outstanding immediately after giving effect to the issuance for purposes of shares of Common Stock issuable upon exercise of a Warrant. The Holder, upon written notice to the Company and the Warrant Agent, may increase or decrease the Beneficial Ownership Limitation provisions of this any adjustment required under 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 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 6 (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 a WarrantAdjustments).”

Beneficial Ownership Limitation. The Notwithstanding any other provision if this Subscription Agreement to the contrary, the Company shall not be required give effect to effect any exercise of a 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 affiliates (as defined below), within the meaning of Rule 144(a) under the Securities Act) (“Affiliates”) and any other persons acting as a group together whose beneficial ownership of the Company’s common stock would be aggregated with the Holder or any of the Holderundersigned’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 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 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 including any “group” of which the Holder that the Company undersigned is not representing to the Holder that a member (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 appliespersons, 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 ”), would beneficially own in excess 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 LimitationLimitation (as defined below). For purposes of this paragraph, beneficial ownership shall be calculated, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a any 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 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 its transfer 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 to the Holder undersigned the number of shares of Common Stock then outstanding. In any caseFor purposes of this paragraph, 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 Company 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 9.99means 9.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock Optional Shares issuable pursuant to the relevant Optional Subscription. The undersigned, upon exercise of a Warrant held by the Holder written notice to and the provisions written consent of this Section 3.3.9 shall continue to apply. Any the Company, may increase the Beneficial Ownership Limitation; provided, however, that no 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 a Warrantthe Beneficial Ownership Limitation.

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 be required to effect any exercise conversion of a 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 (as defined below)Affiliates, and any other persons Persons acting as a group together with the such Holder or any of the such Holder’s Affiliates (such personsPersons, “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 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 Stock 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 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 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 of a Warrant. The Holder, upon By written notice to the Company and the Warrant AgentCorporation, 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 shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of a 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 a WarrantPreferred Stock.

Beneficial Ownership Limitation. The Company shall not be required to effect affect any exercise of 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 (as defined below)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 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 shares of 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, shares of Common Stock (“Common 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 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 one Trading Days Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including 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 written notice to the Company and the Warrant AgentCompany, 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 a 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 a this Public Warrant.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary contained herein, the Company shall not be required to effect any the exercise of a Warrantany portion of this Option, 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 its Affiliates (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”)), 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 shares of Common Stock Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares Common Shares held by the Holder and its Affiliates plus the number of Common Stock 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 shares 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 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 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 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 Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required and its Affiliates being deemed to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 appliesbeneficially own, 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 aggregate, more than the Maximum Percentage 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 (Adetermined under Section 13(d) of the Company’s most recent periodic or annual report filed with the Commission1934 Act), 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 then the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company Option Shares issuable under this Option shall within two Trading Days confirm orally and in writing automatically be reduced to the Holder the such 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 as would result in the Holder or and 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 4.99collectively owning 49.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock Shares outstanding immediately after giving effect to such exercise, but the issuance of shares of Total Exercise Price shall not be adjusted. Any Common Stock Shares that would otherwise be issuable upon the exercise of a Warrant. The Holder, upon written notice to the Company 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 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 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 a WarrantOption.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise In implementation of a Warrant, and a Holder shall not have the right to exercise any portion of a Warrant, pursuant to this 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 (as defined below), 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 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 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 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 Stock 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 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 setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including 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 Company 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 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 a Warrant.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of a 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 Affiliates (as defined below)affiliates, 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 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 Stock 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 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 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 trading days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including 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 written not less than 61 days’ prior notice to the Company and the Warrant AgentCompany, 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 a 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 a this Warrant.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of a 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 Affiliates (as such term is defined belowin Rule 405 promulgated under the Securities Act), 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 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 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 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 the Holder, the Company shall within two (2) Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including 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 written notice to the Company and the Warrant AgentCompany, 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 a 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 a this Warrant.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise In implementation of a Warrant, and a Holder shall not have the right to exercise any portion of a Warrant, pursuant to this 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 (as defined below), 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 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 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 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 Stock 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 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 setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including 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 Company 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 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 a Warrant.

Beneficial Ownership Limitation. The Company Corporation shall not be required to effect any exercise conversion of a 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 (as defined below)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 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 Stock 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 Transfer Agent 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 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 written not less than 61 days’ prior notice to the Company and the Warrant AgentCompany, 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 6(c) applicable to the issuance of shares of Common Stock upon exercise of a 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 a WarrantPreferred Stock.

Beneficial Ownership Limitation. The Company Corporation shall not be required to effect any exercise conversion of a 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 (as defined below)Affiliates, and any other persons Persons acting as a group together with the such Holder or any of the such 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 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 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 Stock 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 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 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 written notice to the Company and the Warrant AgentCorporation, 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 a Warrant this 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 a WarrantSeries I Preferred.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of a 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 (as defined below)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 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 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 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 (2) Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including 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 Company and the Warrant AgentCompany, 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 a 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 a Warrant.

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, the Corporation shall not be required to effect any exercise conversion of a 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 (as defined below)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 shares of 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, shares of Common Stock (“Common Stock 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 Transfer Agent Corporation’s transfer agent to the Holder setting forth the number of shares of Common Stock then outstanding. Upon the written or oral request of a HolderHolder (which may be by email with confirmation), the Company shall Corporation shall, within two three (3) Trading Days thereof, confirm orally and in writing to the such Holder (which may be via email) 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 4.99% (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 Company 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 9.9919.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise pursuant to such Notice of a Warrant held by Conversion (to the Holder and the provisions of extent permitted pursuant to this Section 3.3.9 shall continue 6(c)), provided that a Holder may, upon providing written notice to apply. Any the Corporation, elect to increase in or decrease the Beneficial Ownership Limitation will (not to exceed the limits under Nasdaq Marketplace Rule 5635(b), to the extent then applicable), with any increase to be effective until the 61st day only after 61 days from delivery of such notice is delivered to the CompanyCorporation. The provisions of this paragraph Corporation shall be construed and implemented entitled to rely on representations made to it by the Holder in a manner otherwise than in strict conformity with the terms any Notice of this Section 3.3.9 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended 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 a WarrantLimitation.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of a 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 Affiliates (as defined below)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 held by such Holder and all other Attribution Parties plus 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 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 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 3.3.92(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 2(d) 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 3.3.92(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 (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 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 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 in compliance with this Section 2(d) 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 written notice to the Company and the Warrant AgentCompany, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.92(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of a this Warrant held by the Holder and the provisions of this Section 3.3.9 2(d) 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 2(d) 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 a this Warrant.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of a 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 or Person’s Affiliates (as defined belowin 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 or person’s Affiliates (such personsPersons, “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 shares 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 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 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 3.3.93.3.10, 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 or (Cc) 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 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 and or in writing or by e-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 and Company, the Warrant Agent, 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 a 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 a the Warrant.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of a 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 or person’s Affiliates (as defined belowin 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 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 shares 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 shares of 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, shares of Common Stock (“Common Stock 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 or (Cc) 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 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 and or in writing or by e-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 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 Upon delivery of a Warrant. The Holder, upon written notice to the Company and Company, the Warrant Agent, 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 shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of a 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 a Warrantcontained.

Beneficial Ownership Limitation. The Company shall Corporation is not be required to effect any exercise conversion of a 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 (as defined below)Affiliates, and any other persons 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 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 Stock 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 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 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 written not less than 61 days’ prior notice to the Company and the Warrant AgentCorporation, 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 a 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 a WarrantSeries A Preference Shares.

Beneficial Ownership Limitation. The Company Notwithstanding anything in this Certificate of Designation to the contrary, the Corporation shall not be required to effect any exercise conversion of a Warrantthe Series 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 Series 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 (as defined below)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 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 of such Warrant unconverted Series 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 shares of 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, shares of Common Stock (“Common Stock 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 applicable regulations of the Commission. For purposes of this Section 6(c), it is solely responsible for any schedules required to be filed in accordance therewith. To the extent understood that the limitation contained in this Section 3.3.9 applies, the determination number of whether a Warrant is exercisable (in relation to other securities shares of Common Stock beneficially owned by the each Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion aggregated with each other Holder for purposes 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 thereunderAct. For purposes of this Section 3.3.96(c), in determining the number of outstanding shares of Common Stock, absent actual knowledge of such Holder to the contrary, 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 Transfer Agent Corporation’s transfer agent to the Holder setting forth the number of shares of Common Stock then outstanding. Upon the written or oral request of a HolderHolder (which may be by email with confirmation), the Company shall Corporation shall, within two three Trading Days thereof, confirm orally and in writing to the such Holder (which may be via email) 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 A 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 initial “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 Company 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 pursuant to such Notice of a Warrant held Conversion (to the extent permitted pursuant to this Section 6(c)). 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 Limitation. Notwithstanding the foregoing, by written notice to the Corporation, (i) which will not be effective until the 61st sixty-first (61st) day after such written notice is delivered to the Corporation, the Holder may reset the Beneficial Ownership Limitation percentage to a higher percentage, not to exceed the limits under Nasdaq Marketplace Rule 5635(d), to the extent then applicable and (ii) which will be effective immediately 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 Corporation, the terms of this Section 3.3.9 to correct this paragraph (or any portion hereof) which Holder may be defective or inconsistent with reset 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 percentage to a successor holder lower percentage. Upon such a change by a Holder of a Warrantthe Beneficial Ownership Limitation, the Beneficial Ownership Limitation may not be further amended by such Holder without first providing the minimum notice required by this Section 6(c).

Beneficial Ownership Limitation. The Company Corporation shall not be required to effect any exercise conversion of a 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 (as defined below)Affiliates, and any other persons Persons acting as a group together with the such Holder or any of the such 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 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 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 Stock 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 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 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 written notice to the Company and the Warrant AgentCorporation, 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 a Warrant this 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 a WarrantPreferred Stock.

Beneficial Ownership Limitation. The Company Parent shall not be required to effect any exercise conversion of a 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 Affiliates (as defined below)Lender's Affiliates, and any other persons Persons acting as a group together with the Holder Lender or any of the Holder’s Lender'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 Shares beneficially owned by the Holder Lender and its Affiliates and Attribution Parties shall include the number of shares 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 shares 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 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 Stock 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 shares of Common StockShares, a Holder Lender may rely on the number of outstanding shares of 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 Transfer Agent its transfer agent setting forth the number of shares 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 to the Holder Lender the number of shares of Common Stock Shares then outstanding. In any case, the number of outstanding shares of Common Stock Shares shall be determined after giving effect to the conversion or exercise of securities of the 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 shares of 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 shares of the Common Stock Shares outstanding immediately after giving effect to the issuance of shares of Common Stock Shares issuable upon exercise conversion of a Warrantsuch amounts. The HolderLender, upon written notice to the Company and the Warrant AgentParent, 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 shares of the Common Stock Shares outstanding immediately after giving effect to the issuance of shares Shares upon conversion of Common Stock upon exercise of a Warrant the amount outstanding under this 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 a 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 Company shall not be required to effect the conversion of any exercise portion of a Warrantthis Note, and a the Holder shall not have the right to exercise convert any portion of a Warrant, this Note pursuant to Section 3 or otherwisethe terms and conditions of this Note and any such conversion 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 Exerciseconversion, the Holder (together with the Holder’s Affiliates (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”)), Parties collectively 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 conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and its Affiliates and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise conversion of such Warrant this Note with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (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 the other Attribution Parties 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 shares of Common Stockconvertible notes or convertible preferred stock or warrants, including, without limitation, the Warrants) beneficially owned by the Holder or 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 Stock Equivalents”)) Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Partiesin this Section 3.2(e). Except as set forth in the preceding sentence, for For purposes of this Section 3.3.93.2(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 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 StockStock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the CommissionSEC, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company or the Transfer Agent Agent, if any, setting forth the number of shares of Common Stock outstandingoutstanding (the “Reported Outstanding Share Number”). Upon If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of shares of Common Stock to be issued pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of a the Holder, the Company shall within two one Trading Days Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrantthis Note, by the Holder or its Affiliates or and any other Attribution Parties Party since the date as of which such the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock 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%as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Furthermore, the Company shall indemnify the Holder in accordance with the Purchase Agreement, if the Holder suffers any damages or claims as a result of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise Excess Shares being issued. Upon delivery of a Warrant. The Holder, upon written notice to the Company and Company, the Warrant Agent, Holder may from time to time increase (with such increase not effective until the 61st day after delivery of such notice) or decrease the Beneficial Ownership Limitation provisions Maximum Percentage to any other percentage not in excess of this Section 3.3.9, 9.99% as specified in such notice; 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 a 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 Maximum Percentage will not be effective until the 61st day after such notice is delivered to the CompanyCompany and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this paragraph Section 3.2(e) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 3. 2(e) to the extent necessary to correct this paragraph (or any portion hereof) provision which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein beneficial ownership limitation contained in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph Section 3.2(e) may not be waived and shall apply to a successor holder of a Warrantthis Note.

Beneficial Ownership Limitation. The Notwithstanding anything herein to the contrary, the Company shall not be required to effect any exercise of a 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 Affiliates (as defined below)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 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 Stock 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”), 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 Parties4(b) 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 Partiesii) 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 shares of Common Stocksecurities, a cash or other property that the Holder may rely on the number of outstanding shares of Common Stock as reflected would be entitled to receive 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 respect of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including 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 this Warrant as a Warrant. The Holder, upon written notice to the Company 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 result of a Warrant held by the Holder and the provisions Corporate Reorganization, Share Reclassification, Share Split, Special Distribution or other event for purposes of this 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 a Warrant5.”

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise or conversion of a 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 Affiliates (as defined below)affiliates, and any other persons acting as a group together with the Holder Purchaser or any of the HolderPurchaser’s Affiliates affiliates (such personsPersons, “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 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 Stock 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 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 Holderthe Purchaser, the Company shall within two Trading Days trading days confirm orally and in writing 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 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 Company 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 9.9919.99% 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 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 a Warrantoutstanding.

Beneficial Ownership Limitation. The Company Corporation shall not be required to effect any exercise conversion of a 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 (as defined below)Affiliates, and any other persons Persons acting as a group together with the such Holder or any of the such 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 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 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 Stock 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 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 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 written notice to the Company and the Warrant AgentCorporation, 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 a 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 a WarrantPreferred Stock.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of a 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 (as defined below)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 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 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 3.3.93.3.10, 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 Securities Exchange Act of 1934 (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 3.3.10 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 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 3.3.93.3.10, 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 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 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 Company and the Warrant AgentCompany, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.93.3.10, 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 a this Warrant held by the Holder and the provisions of this Section 3.3.9 3.3.10 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 3.3.10 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 a this Warrant.

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, the Corporation shall not be required to effect any exercise conversion of a 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 (as defined below)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 shares of 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, shares of Common Stock (“Common Stock 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 Transfer Agent Corporation’s transfer agent to the Holder setting forth the number of shares of Common Stock then outstanding. Upon the written or oral request of a HolderHolder (which may be by email), the Company shall Corporation shall, within two three (3) Trading Days thereof, confirm orally and in writing to the such Holder (which may be via email) 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 of a Warrant. The Holder, upon written notice to the Company 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 pursuant to such Notice of a Warrant held by Conversion (to the Holder and the provisions of extent permitted pursuant to this Section 3.3.9 shall continue 6(c)); provided, however, that by written notice to apply. Any increase in the Beneficial Ownership Limitation Corporation, 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 a WarrantLimitation.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of 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 Affiliates (as such term is defined belowin Rule 405 promulgated under the Securities Act), 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 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 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 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 the Holder, the Company shall within two Trading Days (2) trading days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including 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 written notice to the Company and the Warrant AgentCompany, 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 a 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 a the Warrant.

Beneficial Ownership Limitation. The Company Corporation shall not be required to effect any exercise conversion of a WarrantSeries A Preferred 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 Preferred 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 (as defined below)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 Shares beneficially owned by the such Holder and its Affiliates and Attribution Parties affiliates shall include the number of shares of Common Stock Shares issuable upon exercise conversion of such Warrant the Series A Preferred Shares with respect to which such determination is being made, but shall exclude the number of shares of Common Stock Shares which would be are issuable upon (iA) exercise conversion of the remaining, non-exercised portion of such Warrant unconverted Series A Preferred Shares beneficially owned by the such Holder or any of its Affiliates or Attribution Parties affiliates, 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 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 Stock Equivalents”)) Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including any 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 3.3.94.4(3), beneficial ownership shall be calculated 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 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 4.4(3) applies, the determination of whether a Warrant is exercisable the Series A Preferred Shares are convertible (in relation to other securities owned by the such Holder together with any Affiliates and Attribution Partiesaffiliates) and of which portion of a Warrant is exercisable how many Series A Preferred 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 Series A Preferred Shares may be converted (in relation to other securities owned by the such Holder together with any Affiliates and Attribution Partiesaffiliates) and of which portion of a Warrant is exercisablehow many Series A Preferred 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 he or she delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this Section 4.4(3) 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 Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.94.4(3), in determining the number of outstanding shares of Common StockShares, a Holder may rely on the number of outstanding shares Common Shares as stated in the most recent of Common Stock as reflected in the following: (A) the CompanyCorporation’s most recent periodic or annual report filed filing with the Securities 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 Transfer Agent Corporation’s transfer agent setting forth the number of shares of Common Stock Shares outstanding. Upon the written or oral request of a Holder, the Company Corporation shall within two (2) Trading Days confirm orally and in writing to the such Holder the number of shares of Common Stock Shares then outstanding. In any case, the number of outstanding shares of Common Stock Shares shall be determined after giving effect to the conversion or exercise of securities of the CompanyCorporation, including such Warrantthe Series A Preferred Shares, by the such Holder or its Affiliates or Attribution Parties affiliates since the date as of which such number of outstanding shares of 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 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 A Holder, upon written not less than 61 days’ prior notice to the Company and the Warrant AgentCorporation, 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 applicable to the issuance of shares of Common Stock upon exercise of a Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to applyhis or her Series A Preferred Shares. 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 CompanyCorporations and shall only apply to such Holder and no other Holder. The provisions of this paragraph Section 4.4(3) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 4.4(3) 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 Section 4.4(3) shall apply to a successor holder of a WarrantSeries A Preferred Shares.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of 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 Affiliates (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 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 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 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 one Trading Days Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including 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 Company 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 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 a Warrant.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of 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 Affiliates (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 Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares 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 shares 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 shares of 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, shares of Common Stock Shares (“Common Stock 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 shares of Common StockShares , a Holder may rely on the number of outstanding shares of 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 or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares 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 to the Holder the number of shares of Common Stock Shares then outstanding. In any case, the number of outstanding shares of Common Stock Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including 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 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 shares of the Common Stock Shares outstanding immediately after giving effect to the issuance of shares of Common Stock Shares issuable upon exercise of a Warrant. The Holder, upon written notice to the Company and the Warrant AgentCompany, 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 Shares outstanding immediately after giving effect to the issuance of shares of Common Stock Shares upon exercise of a 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 a Warrant.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of a 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 or person’s Affiliates (as defined belowin 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 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 shares of Common Stock Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties a person shall include the number of shares Ordinary Shares underlying ADSs held by the Holder plus 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 shares 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 shares of 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, shares of Common Stock (“Common Stock 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 shares of Common StockOrdinary Shares, a Holder or other person may rely on the number of outstanding shares of Common Stock Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent Company’s transfer agent setting forth the number of shares 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 and or in writing or by e-mail to the Holder that person the number of shares of Common Stock Ordinary Shares 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 Upon delivery of a Warrant. The Holder, upon written notice to the Company and Company, the Warrant Agent, 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 shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of a 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 a Warrantcontained.

Beneficial Ownership Limitation. The Company (a) Notwithstanding anything in this Warrant to the contrary, the Corporation shall not be required to effect honor any exercise of a this Warrant, and a Holder Warrantholder 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 an attempted exercise as set forth on the an applicable Notice of Exercise, the Holder such Warrantholder (together with the Holdersuch Warrantholder’s Affiliates (as defined below)Affiliates, and any other persons acting as a group together Person whose beneficial ownership of Common Stock would be aggregated with the Holder Warrantholder’s for purposes of Section 13(d) or any Section 16 of the Holder’s Affiliates Exchange Act, and any other applicable regulations of the SEC, including any “group” of which the Warrantholder 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 (Limitation. Except as defined below). For set forth in the immediately preceding sentence, for purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder such Warrantholder and its Affiliates and Attribution Parties shall include the number of shares Warrant Shares issuable under the Notice of Common Stock issuable upon exercise of such Warrant 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 any Warrant beneficially owned by the Holder such Warrantholder 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 Warrantholder or any 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 its Attribution Parties 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 Stock 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 immediately preceding sentence, for purposes of this Section 3.3.914, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and any other applicable regulations of 1934the SEC. In addition, as amended (for Those portions of this Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC. purposes hereof, “Exchange Act”), and group” has 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 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 thereunderSEC. For purposes of this Section 3.3.914, in determining the number of outstanding shares of Common Stock, a Holder Warrantholder 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 filing with the CommissionSEC, as the case may be, (By) a more recent public announcement by the Company Corporation that is filed with the SEC, or (Cz) a more recent written notice by the Company Corporation or the Transfer Agent Corporation’s transfer agent to the Warrantholder setting forth the number of shares of Common Stock then outstanding. Upon the written or oral request of a HolderWarrantholder (which may be by email), the Company shall Corporation shall, within two three (3) Trading Days thereof, confirm orally and in writing to the Holder such Warrantholder (which may be via email) 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 exercise of this Warrant, by the Holder such Warrantholder 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 Warrantholder. The “Corporation shall be entitled to rely on representations made to it by the Warrantholder in any Notice of Exercise regarding its Beneficial Ownership Limitation” shall . The Warrantholder acknowledges that the Warrantholder is solely responsible for any schedules or statements required to be 4.99% (or, upon election filed by a Holder prior to the issuance of any Warrants, 9.99%it in accordance with Section 13(d) or Section 16(a) 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 Company 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 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 a WarrantExchange Act.

Beneficial Ownership Limitation. The Company Corporation shall not be required to effect any exercise conversion of a 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 (as defined below)Affiliates, and any other persons 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 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 Stock Equivalents”)) Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock and 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, 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 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 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 and Warrants, 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 Warrant. The Holder, upon written notice to the Company 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 Preferred Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of 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 Companyapplicable 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 a WarrantPreferred Stock.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of a Warrant, and a Holder shall not have the right to exercise any portion of a Warrant, pursuant to Section 3 or otherwise, Notwithstanding anything herein to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercisecontrary, the Holder (together with the Holder’s Affiliates (as defined below)may not convert, and any other persons acting as a group together with the Company may not cause the Holder to convert, this Debenture 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 receive shares of Common Stock beneficially owned by as payment of interest hereunder to the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise extent such conversion or receipt of such Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which interest payments 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 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 result in the preceding sentenceHolder, 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 Holderaffiliate thereof, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether a Warrant is exercisable beneficially owning (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 ) in excess of this Section 3.3.9, in determining 4.999% of the number of then issued and outstanding shares of Common Stock, a Holder may rely on the number including shares issuable upon conversion of, and payment of outstanding shares interest on, this Debenture or any other debenture 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 held by such Holder after application of this Section. Since the Holder will not be obligated to report to the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon it may hold at the written or oral request time of a Holderconversion hereunder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to unless 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 at issue would result in the issuance of shares of Common Stock issuable upon exercise in excess of a Warrant. The Holder, upon written notice to the Company 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 9.994.999% of the number of shares of the Common Stock then outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of a Warrant held without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the provisions restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of this Section 3.3.9 Debenture is convertible shall continue be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of this Debenture that, without regard to apply. Any increase any other shares that the Holder or its affiliates may beneficially own, would result in the Beneficial Ownership Limitation will issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date in accordance with this Section. If this Debenture was not be effective until surrendered on the 61st day after Conversion Date, the Company shall provide the Holder written notice of the amount actually converted. If the Holder surrendered this Debenture on the Conversion Date, the Company shall, at the option of the Holder, either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return such notice is delivered excess principal amount to the CompanyHolder. The provisions of this paragraph Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 61 days prior notice to the Company. Other Holders 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 unaffected by 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 a Warrantwaiver.

Beneficial Ownership Limitation. The Company (a) Notwithstanding anything in this Warrant to the contrary, the Corporation shall not be required to effect honor any exercise of a this Warrant, and a Holder Warrantholder 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 an attempted exercise as set forth on the an applicable Notice of Exercise, the Holder such Warrantholder (together with the Holdersuch Warrantholder’s Affiliates (as defined below)Affiliates, and any other persons acting as a group together Person whose beneficial ownership of Common Stock would be aggregated with the Holder Warrantholder’s for purposes of Section 13(d) or any Section 16 of the Holder’s Affiliates Exchange Act, and any other applicable regulations of the SEC, including any “group” of which the Warrantholder 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 (Limitation. Except as defined below). For set forth in the immediately preceding sentence, for purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder such Warrantholder and its Affiliates and Attribution Parties shall include the number of shares Warrant Shares issuable under the Notice of Common Stock issuable upon exercise of such Warrant 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 any Warrant beneficially owned by the Holder such Warrantholder 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 Warrantholder or any 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 its Attribution Parties 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 Stock 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 immediately preceding sentence, for purposes of this Section 3.3.914, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and any other applicable regulations of 1934the SEC. In addition, as amended (for purposes hereof, “group” has 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 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 applicable regulations 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 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 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 Company 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 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 a Warrant.the

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of 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 Affiliates (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 shares of Common Stock Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock Ordinary Shares 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 Ordinary 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 shares of Common StockOrdinary Shares, 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 Ordinary Shares (“Common Stock Ordinary 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 shares of Common StockOrdinary Shares, a Holder may rely on the number of outstanding shares of Common Stock Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the 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 shares of Common Stock Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock Ordinary Shares then outstanding. In any case, the number of outstanding shares of Common Stock Ordinary 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 shares of Common Stock Ordinary 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 shares of the Common Stock Ordinary Shares outstanding immediately after giving effect to the issuance of shares of Common Stock Ordinary Shares issuable upon exercise of a Warrant. The Holder, upon written notice to the Company 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 Ordinary Shares outstanding immediately after giving effect to the issuance of shares of Common Stock Ordinary Shares upon exercise of 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 a Warrant.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of a 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 (as defined below)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 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 Stock 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 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 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 Company and the Warrant AgentCompany, 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 a 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 a this Warrant.. Warrant Agency Agreement

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary contained herein, the Company shall not be required to effect any the exercise of a any portion 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 otherwisethe terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exerciseexercise, the Holder (together with the Holder’s Affiliates (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”)), Parties collectively would beneficially own in the aggregate in excess of 9.99% (the Beneficial Ownership Limitation (as defined below)“Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and its Affiliates and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of such this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (iA) exercise of the remaining, non-exercised unexercised portion of such this Warrant beneficially owned by the Holder or any of its Affiliates or the other 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 convertible notes or convertible preferred stock or warrants, including any other securities of Warrants) beneficially owned by the Company which would entitle the holder thereof to acquire at Holder or 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 Stock Equivalents”)) Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Partiesin this Section 1(f). Except as set forth in the preceding sentence, for For purposes of this Section 3.3.91(f), 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 StockStock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the CommissionSecurities and Exchange Commission (the “SEC”), as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstandingoutstanding (the “Reported Outstanding Share Number”). Upon If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of a the Holder, the Company shall within two Trading Days one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such this Warrant, by the Holder or its Affiliates or and any other Attribution Parties Party since the date as of which such the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock 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%as determined under Section 13(d) of the 1934 Act), the number of shares of so issued by which the Common Stock outstanding immediately Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after giving effect to the issuance of shares of Common Stock issuable upon the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a Warrant. The Holder, upon written notice to the Company and Company, the Warrant Agent, 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% as specified in such notice; 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 a 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 Maximum Percentage will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the CompanyCompany and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3.9 1(f) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein beneficial ownership limitation contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of a this Warrant. The Holder hereby acknowledges and agrees that the Company shall be entitled to rely on the representations and other information set forth in any Exercise Notice and shall not be required to independently verify whether any exercise of this Warrant would cause the Holder (together with the other Attribution Parties) to collectively beneficially own in excess of the Maximum Percentage of the number of shares of Common Stock outstanding after giving effect to such exercise or otherwise trigger the provisions of this Section 1(f).”