Common use of Exercise Limitation Clause in Contracts

Exercise Limitation. In no event shall the Holder be permitted to exercise this Warrant, or part thereof, if, upon such exercise, the number of shares of Common Stock beneficially owned by the Holder (other than shares which may be deemed beneficially owned except for being subject to a limitation on exercise or exercise analogous to the limitation contained in this Section 4), would exceed 4.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to exercise this Warrant at such time as such exercise will not violate the provisions of this Section 4. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of (i) Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section 4 applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of an Exercise Notice by the Holder shall be deemed to be the Holder’s representation that this Warrant is exercisable pursuant to the terms hereof. The Company shall have no liability to any person if the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof is incorrect.

Exercise Limitation. In no event shall Notwithstanding anything to the Holder be permitted to exercise this Warrant, or part thereof, if, upon such exercisecontrary contained herein, the number of shares of Common Stock beneficially owned Warrant Shares that may be acquired by the Holder upon exercise of this Warrant (other than shares which may or otherwise in respect hereof) shall be deemed beneficially owned except for being subject to a limitation on exercise or exercise analogous limited to the limitation contained in this Section 4extent necessary to ensure that, following such conversion (or other issuance), would exceed 4.99% of the total number of shares of Common Stock then issued beneficially owned by such Holder and outstanding, it being its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the intent Holder's for purposes of Section 13(d) of the Company Securities and Exchange Act of 1934, as amended (the Holder that the Holder “Exchange Act”), does not be deemed at any time to have the power to vote or dispose of greater than exceed 4.99% of the total number of issued and outstanding shares of Common Stock issued and outstanding at any time(including for such purpose the shares of Common Stock issuable upon such conversion). Nothing contained herein shall be deemed to restrict the right of the Holder to exercise this Warrant at For such time as such exercise will not violate the provisions of this Section 4. As used hereinpurposes, beneficial ownership shall be determined in accordance with Section 13(d) of (i) Securities the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. To The Holder, upon not less than 61 days’ prior notice to the extent Company, may increase or decrease the beneficial ownership limitations provision of this Section, provided that the beneficial ownership limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 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 Section 4 applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination paragraph shall apply to a successor holder of whether this Warrant is exercisable pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of an Exercise Notice by the Holder shall be deemed to be the Holder’s representation that this Warrant is exercisable pursuant to the terms hereof. The Company shall have no liability to any person if the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof is incorrectWarrant.

Exercise Limitation. In no event The Company shall not effect the exercise of this Warrant and the Holder be permitted shall not have the right to exercise this Warrant, or part thereof, if, upon to the extent that after giving effect to such exercise, the Holder (together with the Holder’s affiliates) would beneficially own in excess of 9.99% (the “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 such Holder and its affiliates shall include the Holder number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (other than shares which may be deemed i) exercise of the remaining, unexercised portion of this Warrant beneficially owned except for being by such Holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on exercise conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 413(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of this Warrant, would exceed 4.99% in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, filed with the SEC on the date thereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock then issued outstanding. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-fifth (65st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation and comply with any rules of the Nasdaq Stock Market. Notwithstanding any of the limitations set forth in this paragraph, this Warrant shall be fully exercisable in connection with a Liquidation Event (as defined below); provided further that this sentence shall not be given effect to the extent it could conflict with the rules of The Nasdaq Stock Market or any similar rule of any stock exchange on which the Common Stock is listed at the relevant time. In accordance with such listing standards, this restriction will apply at any time when the Warrant is outstanding, it being regardless of whether the intent Company then has a class of securities listed on The Nasdaq Stock Market. For purposes herein, “Liquidation Event” shall mean the consummation of any of the following transactions: (a) a merger or consolidation in which the Company is not the surviving entity (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation or continuation of the Company and in a different jurisdiction, or other transaction in which there is no substantial change in the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% stockholders of the number Company), (b) the sale of all or substantially all of the assets of the Company, or (c) the acquisition of all of the outstanding shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to exercise this Warrant at such time as such exercise will not violate the provisions of this Section 4. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of (i) Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section 4 applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination by a single stockholder and its affiliates as a result of whether this Warrant is exercisable pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify a tender offer or confirm the accuracy of such determination, and the submission of an Exercise Notice by the Holder shall be deemed to be the Holder’s representation that this Warrant is exercisable pursuant to the terms hereof. The Company shall have no liability to any person if the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof is incorrectsimilar transaction.

Exercise Limitation. (a) In no event shall the Holder be permitted to exercise this Warrant, or part thereof, if, upon such exercise, the number of shares of Common Stock beneficially owned by the Holder (other than shares which may be deemed beneficially owned except for being subject to a limitation on exercise or exercise analogous to the limitation contained in this Section 4), would exceed 4.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to exercise this Warrant at such time as such exercise will not violate the provisions of this Section 4. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of (i) Securities the Exchange Act of 1934, as amended, and the rules thereunderAct. To the extent that the limitation contained in this Section 4 applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of an Exercise Notice by the Holder shall be deemed to be the Holder’s representation that this Warrant is exercisable pursuant to the terms hereof, the Company may rely on the Holder’s representation that this Warrant is exercisable pursuant to the terms hereof, and the Company shall have no obligation whatsoever to verify or confirm the accuracy of such representation. The Company shall have no liability to any person if the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof is incorrect. (b) Notwithstanding anything to the contrary in this Warrant, the aggregate number of shares of Common Stock that may be issued by the Company to the Holder pursuant to this Warrant shall be subject to the shareholder cap limitations set forth in Section 4.16 of the Securities Purchase Agreement.

Exercise Limitation. In no event Notwithstanding any provisions herein to the contrary, the Warrantholder shall the Holder not be permitted entitled to exercise this Warrant, or part thereof, ifthe Warrants for a number of shares of Common Stock in excess of that number of shares of Common Stock which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by such Warrantholder to exceed 9.99% of the outstanding shares of Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned by the Holder Warrantholder shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock which would be issuable upon (other than shares which may be deemed i) exercise of the remaining, unexercised Warrants beneficially owned except for being by the Warrantholder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Warrantholder subject to a limitation on exercise conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 41(c)(vi), would exceed 4.99% beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. The Warrantholder may waive the foregoing limitation by written notice to the Company upon not less than 61 days prior written notice (such waiver taking effect only upon the expiration of such 61 day notice period and applying only to the Warrantholder and not to any other holder of Warrants). For purposes of this Section 1(c)(vi), in determining the number of outstanding shares of Common Stock, the Warrantholder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, filed with the Securities and Exchange Commission on the date thereof, (2) a more recent public announcement by the Company as to the number of shares of Common Stock outstanding, or (3) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Warrantholder, the Company shall within three trading days confirm in writing or by electronic mail to the Warrantholder the number of shares of Common Stock then issued and outstanding. In any case, it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of outstanding shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to exercise this Warrant at such time as such exercise will not violate the provisions of this Section 4. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of (i) Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section 4 applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination of whether this Warrant is exercisable pursuant after giving effect to the terms hereofconversion or exercise of securities of the Company, including the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determinationWarrants, and the submission of an Exercise Notice by the Holder shall be deemed to be Warrantholder since the Holder’s representation that this Warrant is exercisable pursuant to the terms hereof. The Company shall have no liability to any person if the Holder’s determination date as of whether this Warrant is exercisable pursuant to the terms hereof is incorrectwhich such number of outstanding shares of Common Stock was reported.

Exercise Limitation. In no event The Company shall the Holder be permitted to not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or part thereofotherwise, ifto the extent that after giving effect to such issuance after exercise as set forth on the applicable notice of exercise, upon such Holder (together with such Holder's Affiliates, and any other person or entity acting as a group together with such Holder or any of such Holder's Affiliates), as set forth on the applicable notice of exercise, 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 such Holder and its Affiliates shall include the Holder number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (other than shares which may be deemed A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned except for being by such Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on exercise conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates. Except as set forth in this Section 4)the preceding sentence, would exceed 4.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to exercise this Warrant at such time as such exercise will not violate the provisions for purposes of this Section 4. As used herein2, beneficial ownership shall be determined calculated in accordance with Section 13(d) of (i) Securities the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, it being acknowledged by a Holder that the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 4 applies (and without limiting any rights the Company may otherwise have)2 applies, the Company may rely on the Holder’s determination of whether this Warrant is exercisable pursuant (in relation to other securities owned by such Holder together with any Affiliates) and of which a portion of this Warrant is exercisable shall be in the terms hereofsole discretion of a Holder, and the submission of a Notice of Exercise shall be deemed to be each Holder's determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation whatsoever 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 "Beneficial Ownership Limitation" shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Beneficial Ownership Limitation provisions of this Section 2 may be waived by such Holder, at the election of such Holder, upon not less than 61 days' prior notice to the Company to change the Beneficial Ownership Limitation to 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant, and the submission provisions of an Exercise Notice this Section 2(c) shall continue to apply. Upon such a change by a Holder of the Beneficial Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the Beneficial Ownership Limitation may not be further waived by such Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(c) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. "Affiliate" means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person, as such terms are used in and construed under Rule 144 under the Securities Act. With respect to a Holder, any investment fund or managed account that is managed on a discretionary basis by the Holder shall same investment manager as such purchaser will be deemed to be the an Affiliate of such Holder’s representation that this Warrant is exercisable pursuant to the terms hereof. The Company shall have no liability to any person if the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof is incorrect.

Exercise Limitation. In no event shall Notwithstanding any provisions herein to the contrary, the Holder shall not be permitted entitled to exercise this Warrant, or part thereof, ifWarrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the Holder (other than to exceed 9.99% of the outstanding shares which may be deemed of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of shares of Common Stock beneficially owned except for by the Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder subject to a limitation on exercise conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 42.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Holder may waive the foregoing limitation, or increase or decrease the foregoing limitation to any other percentage, by written notice to the Company; provided that a waiver by the Holder of the foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period and applying only to the Holder and not to any other holder of Warrants sold pursuant to the Purchase Agreement). For purposes of this Section 2.5, would exceed 4.99% in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent quarterly report on Form 10-Q or annual report on Form 10-K, as the case may be, filed with the SEC on the date thereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Business Days confirm in writing or by electronic mail to the Holder the number of shares of Common Stock then issued and outstanding. In any case, it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of outstanding shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to exercise this Warrant at such time as such exercise will not violate the provisions of this Section 4. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of (i) Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section 4 applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination of whether this Warrant is exercisable pursuant after giving effect to the terms hereofconversion or exercise of securities of the Company, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determinationincluding this Warrant, and the submission of an Exercise Notice by the Holder shall be deemed to be since the Holder’s representation that this Warrant is exercisable pursuant to the terms hereof. The Company shall have no liability to any person if the Holder’s determination date as of whether this Warrant is exercisable pursuant to the terms hereof is incorrectwhich such number of outstanding shares of Common Stock was reported.

Exercise Limitation. In no event shall Notwithstanding anything to the Holder be permitted to exercise this Warrant, or part thereof, if, upon such exercisecontrary contained herein, the number of shares of Common Stock beneficially owned Warrant Shares that may be acquired by the Holder upon conversion of this Note (other than shares which may or otherwise in respect hereof) shall be deemed beneficially owned except for being subject to a limitation on exercise or exercise analogous limited to the limitation contained in this Section 4extent necessary to ensure that, following such conversion (or other issuance), would exceed 4.99% of the total number of shares of Common Stock then issued beneficially owned by such Holder and outstanding, it being its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the intent Holder's for purposes of Section 13(d) of the Company Securities and Exchange Act of 1934, as amended (the Holder that the Holder “Exchange Act”), does not be deemed at any time to have the power to vote or dispose of greater than exceed 4.99% of the total number of issued and outstanding shares of Common Stock issued and outstanding at any time(including for such purpose the shares of Common Stock issuable upon such conversion). Nothing contained herein shall be deemed to restrict the right of the Holder to exercise this Warrant at For such time as such exercise will not violate the provisions of this Section 4. As used hereinpurposes, beneficial ownership shall be determined in accordance with Section 13(d) of (i) Securities the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. To The Holder, upon not less than 61 days’ prior notice to the extent Company, may increase or decrease the beneficial ownership limitations provision of this Section, provided that the beneficial ownership limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 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 Section 4 applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination paragraph shall apply to a successor holder of whether this Warrant is exercisable pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of an Exercise Notice by the Holder shall be deemed to be the Holder’s representation that this Warrant is exercisable pursuant to the terms hereof. The Company shall have no liability to any person if the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof is incorrect.Warrant

Exercise Limitation. In no event shall Notwithstanding anything to the Holder be permitted to exercise this Warrant, or part thereof, if, upon such exercisecontrary contained herein, the number of shares of Common Stock beneficially owned Warrant Shares that may be acquired by the Holder upon conversion of this Note (other than shares which may or otherwise in respect hereof) shall be deemed beneficially owned except for being subject to a limitation on exercise or exercise analogous limited to the limitation contained in this Section 4extent necessary to ensure that, following such conversion (or other issuance), would exceed 4.99% of the total number of shares of Common Stock then issued beneficially owned by such Holder and outstanding, it being its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the intent Holder's for purposes of Section 13(d) of the Company Securities and Exchange Act of 1934, as amended (the Holder that the Holder “Exchange Act”), does not be deemed at any time to have the power to vote or dispose of greater than exceed 4.99% of the total number of issued and outstanding shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict (including for such purpose the right shares of the Holder to exercise this Warrant at Common Stock issuable upon such time as conversion).For such exercise will not violate the provisions of this Section 4. As used hereinpurposes, beneficial ownership shall be determined in accordance with Section 13(d) of (i) Securities the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. To .The Holder, upon not less than 61 days’ prior notice to the extent Company, may increase or decrease the beneficial ownership limitations provision of this Section, provided that the beneficial ownership limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section shall continue to apply.Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 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 Section 4 applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination paragraph shall apply to a successor holder of whether this Warrant is exercisable pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of an Exercise Notice by the Holder shall be deemed to be the Holder’s representation that this Warrant is exercisable pursuant to the terms hereof. The Company shall have no liability to any person if the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof is incorrect.Warrant

Exercise Limitation. In no event shall the Holder be permitted to exercise this Warrant, or part thereof, if, upon such exercise, the number of shares of Common Stock beneficially owned by the Holder (other than shares which may be deemed beneficially owned except for being subject to a limitation on exercise or exercise analogous to the limitation contained in this Section 4), would exceed 4.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to exercise this Warrant at such time as such exercise will not violate the provisions of this Section 4. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of (i) Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section 4 applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of an Exercise Notice by the Holder shall be deemed to be the Holder’s representation that this Warrant is exercisable pursuant to the terms hereof. The Company shall have no liability to any person if the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof is incorrect. The holders of Common Stock are to be deemed third-party beneficiaries of the limitations hereby and, accordingly, this Section 4 may not be amended without the consent of the holders of a majority of the shares of Common Stock then outstanding; provided, however, that the Holder shall have the right, upon sixty (60) days’ prior written notice to the Company, to waive the provisions of this Section 4 in the event that either a Fundamental Change or Liquidation Event (each, as defined in the Notes) is announced or occurs, without obtaining such consent.

Exercise Limitation. In no event The Corporation shall the Holder be permitted to not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2(a) or part thereofotherwise, ifto the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, upon such exercisethe Holder (together with the Holder’s affiliates, and any other person or entity acting as a group together with the Holder or any of the Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the preceding sentence, the number of shares of Common Stock beneficially owned by the Holder (other than shares which may be deemed beneficially owned except for being subject to a limitation on exercise or exercise analogous to the limitation contained in this Section 4), would exceed 4.99% of and its affiliates shall include the number of shares of Common Stock then issued and outstandingissuable upon exercise of this Warrant with respect to which such determination is being made, it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of but shall exclude the number of shares of Common Stock issued which would be issuable upon (1) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and outstanding at (2) exercise, conversion, or exchange of the unexercised, unconverted, or non-exchanged portion of any time. Nothing other securities of the Corporation (including, without limitation, any other warrants) subject to a limitation on conversion, exercise, or exchange analogous to the limitation contained herein shall be deemed to restrict the right of beneficially owned by the Holder to exercise this Warrant at such time or any of its affiliates. Except as such exercise will not violate set forth in the provisions preceding sentence, for purposes of this Section 4. As used herein2(b), beneficial ownership shall be determined calculated in accordance with Section 13(d) of (i) the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and the determination of whether a person or entity is an “affiliate” of the Holder shall also be made in accordance with the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations under such acts. To the extent that the limitation contained in this Section 4 applies (and without limiting any rights the Company may otherwise have)2(b) applies, the Company may rely on determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which a portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable pursuant (in relation to other securities owned by the terms hereofHolder together with any affiliates) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company Corporation shall have no obligation whatsoever 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 submission rules and regulations promulgated thereunder. For purposes of an Exercise Notice this Section 2(b), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Corporation’s most recent Form 10-Q report or Form 10-K report, as the case may be, (y) a more recent public announcement by the Corporation, or (z) any other notice by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Corporation shall within one trading 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 Corporation, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be deemed 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(b) 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. Notwithstanding the provisions of the immediately preceding paragraph, the Holder’s representation that , upon not less than sixty-one days’ prior written notice to the Corporation, may elect (1) to change the Beneficial Ownership Limitation to 9.9% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant is exercisable pursuant or (2) to eliminate the terms hereof. The Company shall have no liability to any person if the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof is incorrectBeneficial Ownership Limitation in its entirety.

Exercise Limitation. In no event shall the Holder be permitted to exercise this Warrant, or part thereof, if, upon such exercise, the number of shares of Common Stock beneficially owned by the Holder (other than shares which may be deemed beneficially owned except for being subject to a limitation on exercise or exercise analogous to the limitation contained in this Section 4), would exceed 4.994.9% of the number of shares of Common Stock then issued and outstanding, it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.994.9% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to exercise this Warrant at such a time as such exercise will not violate the provisions of this Section 4. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of (i) Securities the Exchange Act of 1934, as amended, and the rules thereunderAct. To the extent that the limitation contained in this Section 4 applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of an Exercise Notice by the Holder shall be deemed to be the Holder’s representation that this Warrant is exercisable pursuant to the terms hereof, the Company may rely on the Holder’s representation that this Warrant is exercisable pursuant to the terms hereof, and the Company shall have no obligation whatsoever to verify or confirm the accuracy of such representation. The Company shall have no liability to any person if the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof is incorrect. The holders of Common Stock are to be deemed third-party beneficiaries of the limitation imposed hereby and, accordingly, this Section 4 may not be amended without the consent of the holders of a majority of the shares of Common Stock then outstanding; provided, however, that the Holder shall have the right, upon sixty (60) days’ prior written notice to the Company, to waive the provisions of this Section 4, without obtaining such consent.

Exercise Limitation. In no event shall the a Holder be permitted to exercise this Warrant, or part thereofhereof, if, upon such exercise, the number of shares of Common Stock beneficially owned by the Holder (other than shares which may would otherwise be deemed beneficially owned except for being subject to a limitation on exercise conversion or exercise analogous to the limitation contained in this Section 45), would exceed 4.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to exercise this Warrant at such time as such exercise will not violate the provisions of this Section 4. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of (i) the Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section 4 applies (and without limiting any rights the Company may otherwise have)5 applies, the Company may rely on the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of an Exercise Notice by the Holder shall be deemed to be the Holder’s representation that this Warrant is exercisable pursuant to the terms hereofhereof and the Company shall be entitled to rely on such representation without making any further inquiry as to whether this Section 5 applies. Nothing contained herein shall be deemed to restrict the right of a Holder to exercise this Warrant, or part thereof, at such time as such exercise will not violate the provisions of this Section 5. The limitations contained in this Section 5 shall cease to apply (x) upon sixty (60) days’ prior written notice from the Holder to the Company, or (y) immediately upon written notice from the Holder to the Company shall have no liability at any time after the public announcement or other disclosure of the (i) sale, conveyance or disposition of all or substantially all of the assets of the Company; (ii) effectuation of a transaction or series of transactions in which more than 50% of the voting power of the Company is disposed of (other than as a direct result of normal, uncoordinated trading activities in the Common Stock generally); (iii) the consolidation, merger or other business combination of the Company with or into any other entity, immediately following which the prior stockholders of the Company fail to own, directly or indirectly, at least 50% of the voting equity of the surviving entity; or (d) a transaction or series of transactions in which any person if or entity Person or “group” (as such term is used in Sections 13(d) and 14(d) of the Holder’s determination Exchange Act) acquires more than 50% of whether the voting equity of the Company (any of the foregoing transactions in this Warrant is exercisable pursuant to the terms hereof is incorrectSection 5(y) (i) - (iv), a “Change of Control”).

Exercise Limitation. In no event shall the a Holder be permitted to exercise this Warrant, or part thereofhereof, if, upon such exercise, the number of shares of Common Stock beneficially owned by the Holder (other than shares which may would otherwise be deemed beneficially owned except for being subject to a limitation on exercise conversion or exercise analogous to the limitation contained in this Section 45), would exceed 4.99% of the number of shares of Common Stock then issued and outstanding, it being ; provided that the intent foregoing limitation shall not apply with respect to the original Holder hereof who received this Warrant upon the closing of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to exercise this Warrant at such time as such exercise will not violate the provisions of this Section 4Merger. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of (i) the Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section 4 applies (and without limiting any rights the Company may otherwise have)5 applies, the Company may rely on the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of an Exercise Notice by the Holder shall be deemed to be the Holder’s representation that this Warrant is exercisable pursuant to the terms hereofhereof and the Company shall be entitled to rely on such representation without making any further inquiry as to whether this Section 5 applies. Nothing contained herein shall be deemed to restrict the right of a Holder to exercise this Warrant, or part thereof, at such time as such exercise will not violate the provisions of this Section 5. The limitations contained in this Section 5 shall cease to apply (x) upon sixty (60) days’ prior written notice from the Holder to the Company, or (y) immediately upon written notice from the Holder to the Company shall have no liability at any time after the public announcement or other disclosure of the (i) sale, conveyance or disposition of all or substantially all of the assets of the Company; (ii) effectuation of a transaction or series of transactions in which more than 50% of the voting power of the Company is disposed of (other than as a direct result of normal, uncoordinated trading activities in the Common Stock generally); (iii) the consolidation, merger or other business combination of the Company with or into any other entity, immediately following which the prior stockholders of the Company fail to own, directly or indirectly, at least 50% of the voting equity of the surviving entity; or (d) a transaction or series of transactions in which any person if or entity Person or “group” (as such term is used in Sections 13(d) and 14(d) of the Holder’s determination Exchange Act) acquires more than 50% of whether the voting equity of the Company (any of the foregoing transactions in this Warrant is exercisable pursuant to the terms hereof is incorrectSection 5(y) (i) - (iv), a “Change of Control”).

Exercise Limitation. In no event shall Notwithstanding anything to the Holder be permitted to exercise contrary in this Warrant, or part thereofto the extent, ifand only to the extent, that upon such exerciseany proposed exercise of this Warrant the issuance and delivery of shares of the Company’s Common Stock, taken together with the issuance of all shares of Common Stock and Series B Preferred pursuant to the Merger Agreement, would exceed the aggregate number of shares of Common Stock beneficially owned by which the Company may issue without breaching the Company’s obligations under the rules and regulations of the listing rules of the NASDAQ Capital Market (the restrictions set forth in this sentence, the “Beneficial Ownership Limitation”), subject to Section 1(a), in lieu of receiving shares of Common Stock upon exercise of this Warrant, the Holder may elect (other than shares which may be deemed beneficially owned except by delivery of written notice (the “Election Notice”) to the Company) to receive for being each one (1) share of Common Stock otherwise issuable under this Warrant one-tenth (1/10th) of a share of Series B Preferred. Upon receiving the Election Notice and subject to a limitation on Section 1(a), the Company will issue the appropriate number of shares of the Series B Preferred as Warrant Shares upon exercise or of this Warrant in accordance with the foregoing, it being understood that nothing herein shall entitle the Holder to exercise analogous the Warrant with respect to any Forfeited Shares (as defined in Schedule F to the limitation contained Merger Agreement). For these purposes, beneficial ownership and calculations of percentage ownership will be determined in this Section 4), would exceed 4.99% accordance with Rule 13d-3 under the Exchange Act. Notwithstanding any of the number foregoing to the contrary, the Beneficial Ownership Limitation shall not apply following the receipt of the stockholder approval contemplated by Rule 5635 of the NASDAQ listing rules with respect to the issuance of shares of Common Stock then issued and outstanding, it being the intent upon conversion of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% Series B Preferred in excess of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict limitations imposed by such rule (the right of the Holder to exercise this Warrant at such time as such exercise will not violate the provisions of this Section 4. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of (i) Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section 4 applies (and without limiting any rights the Company may otherwise have“Requisite Stockholder Approval”), the Company may rely on the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of an Exercise Notice by the Holder shall be deemed to be the Holder’s representation that this Warrant is exercisable pursuant to the terms hereof. The Company shall have no liability to any person if the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof is incorrect.

Exercise Limitation. In no event The Company shall the Holder be permitted to not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2(a) or part thereofotherwise, ifto the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, upon the Holder (together with the Holder’s affiliates, and any other person or entity acting as a group together with the Holder or any of the Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such exercisenotice is delivered to the Company. For purposes of the preceding sentence, the number of shares of the Company’s common stock (“Common Stock”) beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock beneficially owned by the Holder (other than shares issuable upon exercise of this Warrant with respect to which may be deemed beneficially owned except for such determination is being subject to a limitation on exercise or exercise analogous to the limitation contained in this Section 4)made, would exceed 4.99% of but shall exclude the number of shares of Common Stock then issued which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and outstanding(ii) exercise, it being conversion, or exchange of the intent unexercised, unconverted, or non-exchanged portion of any other securities of the Company and (including, without limitation, any other warrants) subject to a limitation on conversion, exercise, or exchange analogous to the limitation contained herein beneficially owned by the Holder that or any of its affiliates. Except as set forth in the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to exercise this Warrant at such time as such exercise will not violate the provisions preceding sentence, for purposes of this Section 4. As used herein2(b), beneficial ownership shall be determined calculated in accordance with Section 13(d) of (i) the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and the determination of whether a person or entity is an “affiliate” of the Holder shall also be made in accordance with the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations under such acts. To the extent that the limitation contained in this Section 4 applies (and without limiting any rights the Company may otherwise have)2(b) applies, the Company may rely on determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which a portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable pursuant (in relation to other securities owned by the terms hereofHolder together with any affiliates) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation whatsoever 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 submission rules and regulations promulgated thereunder. Upon the written or oral request of an Exercise Notice the Holder, the Company shall within one trading 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 this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be deemed to be 4.99% of the Holder’s representation that this Warrant is exercisable pursuant number of shares of Common Stock outstanding immediately after giving effect to the terms hereofissuance of shares of Common Stock issuable upon exercise of this Warrant. The Company provisions of this paragraph shall have no liability to any person if the Holder’s determination of whether this Warrant is exercisable pursuant to be construed and implemented in a manner otherwise than in strict conformity with the terms hereof is incorrectof this Section 2(b) 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.

Exercise Limitation. In no event Notwithstanding anything to the contrary herein, the applicable portion of this Warrant shall not be exercisable during any time that, and only to the Holder be permitted to exercise this Warrant, or part thereof, if, upon such exerciseextent that, the number of shares of Common Stock beneficially owned by to be issued to Holder upon such exercise, when added to the number of shares of Common Stock, if any, that the Holder otherwise beneficially owns (outside of this Warrant, and not including any other than shares which may be deemed beneficially owned except for being subject warrants or securities of Holder’s having a provision substantially similar to a limitation on exercise or exercise analogous to this paragraph) at the limitation contained in this Section 4)time of such exercise, would exceed 4.999.99% (the “Maximum Percentage”) of the number of shares of Common Stock then issued and outstanding, it being outstanding immediately after giving effect to the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number issuance of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right issuable upon exercise of the Holder to exercise this Warrant at such time held by the Holder, as such exercise will not violate the provisions of this Section 4. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of (i) Securities the Exchange Act (the “Beneficial Ownership Limitation”). The Beneficial Ownership Limitation shall be conclusively satisfied if the applicable Notice of 1934, as amendedExercise includes a signed representation by the Holder that the issuance of the shares in such Notice of Exercise will not violate the Beneficial Ownership Limitation, and the rules thereunderCompany shall not be entitled to require additional documentation of such satisfaction. To The Beneficial Ownership Limitation provisions may be waived by such Holder, at the extent that election of such Holder, upon not less than sixty-one (61) days’ prior written notice to the limitation contained Company, to change the Beneficial Ownership Limitation to any other percentage of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the Warrant. The provisions of this paragraph shall be construed or implemented in a manner in strict conformity with the terms of this Section 4 applies 2(e) which may include, but not be limited to correcting this paragraph (and without limiting or any rights portion hereof) which may be defective or inconsistent with the Company may otherwise have), the Company may rely on the Holder’s determination of whether this Warrant is exercisable pursuant intended Beneficial Ownership Limitation herein contained or to the terms hereof, the Company shall have no obligation whatsoever make changes or supplements necessary or desirable to verify or confirm the accuracy of properly give effect to such determination, and the submission of an Exercise Notice by the Holder shall be deemed to be the Holder’s representation that this Warrant is exercisable pursuant to the terms hereof. The Company shall have no liability to any person if the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof is incorrectlimitation.

Exercise Limitation. In no event shall the Holder be permitted to exercise this Warrant, or part thereof, if, upon such exercise, the number of shares of Common Stock beneficially owned by the Holder (other than shares which may be deemed beneficially owned except for being subject to a limitation on exercise or exercise analogous to the limitation contained in this Section 4), would exceed 4.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to exercise this Warrant at such time as such exercise will not violate the provisions of this Section 4. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of (i) Securities the Exchange Act of 1934, as amended, and the rules thereunderAct. To the extent that the limitation contained in this Section 4 applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of an Exercise Notice by the Holder shall be deemed to be the Holder’s representation that this Warrant is exercisable pursuant to the terms hereof, the Company may rely on the Holder’s representation that this Warrant is exercisable pursuant to the terms hereof, and the Company shall have no obligation whatsoever to verify or confirm the accuracy of such representation. The Company shall have no liability to any person if the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof is incorrect. The holders of Common Stock are to be deemed third-party beneficiaries of the limitation imposed hereby and, accordingly, this Section 4 may not be amended without the consent of the holders of a majority of the shares of Common Stock then outstanding; provided, however, that the Holder shall have the right, upon sixty (60) days’ prior written notice to the Company, to waive the provisions of this Section 4, without obtaining such consent.

Exercise Limitation. In no event shall the a Holder be permitted to exercise this Warrant, or part thereofhereof, if, upon such exercise, the number of shares of Common Stock beneficially owned by the Holder (other than shares which may would otherwise be deemed beneficially owned except for being subject to a limitation on exercise conversion or exercise analogous to the limitation contained in this Section 45), would exceed 4.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to exercise this Warrant at such time as such exercise will not violate the provisions of this Section 4. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of (i) the Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section 4 applies (and without limiting any rights the Company may otherwise have)5 applies, the Company may rely on the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of an Exercise Notice by the Holder shall be deemed to be the Holder’s representation that this Warrant is exercisable pursuant to the terms hereofhereof and the Company shall be entitled to rely on such representation without making any further inquiry as to whether this Section 5 applies. Nothing contained herein shall be deemed to restrict the right of a Holder to exercise this Warrant, or part thereof, at such time as such exercise will not violate the provisions of this Section 5. The limitations contained in this Section 5 shall cease to apply (x) upon sixty-one (61) days’ prior written notice from the Holder to the Company, or (y) immediately upon written notice from the Holder to the Company shall have no liability at any time after the public announcement or other disclosure of the (i) sale, conveyance or disposition of all or substantially all of the assets of the Company; (ii) effectuation of a transaction or series of transactions in which more than 50% of the voting power of the Company is disposed of (other than as a direct result of normal, uncoordinated trading activities in the Common Stock generally); (iii) the consolidation, merger or other business combination of the Company with or into any other entity, immediately following which the prior stockholders of the Company fail to own, directly or indirectly, at least 50% of the voting equity of the surviving entity; or (d) a transaction or series of transactions in which any person if or entity Person or “group” (as such term is used in Sections 13(d) and 14(d) of the Holder’s determination Exchange Act) acquires more than 50% of whether the voting equity of the Company (any of the foregoing transactions in this Warrant is exercisable pursuant to the terms hereof is incorrectSection 5(y) (i) – (iv), a “Change of Control”).

Exercise Limitation. In no event shall Notwithstanding anything to the Holder be permitted to exercise this Warrant, or part thereof, if, upon such exercisecontrary contained herein, the number of shares of Common Stock beneficially owned Warrant Shares that may be acquired by the Holder upon conversion of this Warrant (other than shares which may or otherwise in respect hereof) shall be deemed beneficially owned except for being subject to a limitation on exercise or exercise analogous limited to the limitation contained in this Section 4extent necessary to ensure that, following such conversion (or other issuance), would exceed 4.99% of the total number of shares of Common Stock then issued beneficially owned by such Holder and outstanding, it being its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the intent Holder's for purposes of Section 13(d) of the Company Securities and Exchange Act of 1934, as amended (the Holder that the Holder “Exchange Act”), does not be deemed at any time to have the power to vote or dispose of greater than exceed 4.99% of the total number of issued and outstanding shares of Common Stock issued and outstanding at any time(including for such purpose the shares of Common Stock issuable upon such conversion). Nothing contained herein shall be deemed to restrict the right of the Holder to exercise this Warrant at For such time as such exercise will not violate the provisions of this Section 4. As used hereinpurposes, beneficial ownership shall be determined in accordance with Section 13(d) of (i) Securities the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. To The Holder, upon not less than 61 days’ prior notice to the extent Company, may increase or decrease the beneficial ownership limitations provision of this Section, provided that the beneficial ownership limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 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 Section 4 applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination paragraph shall apply to a successor holder of whether this Warrant is exercisable pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of an Exercise Notice by the Holder shall be deemed to be the Holder’s representation that this Warrant is exercisable pursuant to the terms hereof. The Company shall have no liability to any person if the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof is incorrect.Warrant

Exercise Limitation. In no event shall the Holder be permitted to exercise this Warrant, or part thereof, if, upon such exercise, the number of shares of Common Stock beneficially owned by the Holder (other than shares which may be deemed beneficially owned except for being subject to a limitation on exercise or exercise analogous to the limitation contained in this Section 4), would exceed 4.99% of the number of shares of Common Stock then issued and outstanding, it being the intent of the Company and the Holder that the Holder not be deemed at any time to have the power to vote or dispose of greater than 4.99% of the number of shares of Common Stock issued and outstanding at any time. Nothing contained herein shall be deemed to restrict the right of the Holder to exercise this Warrant at such time as such exercise will not violate the provisions of this Section 4. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of (i) Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this Section 4 applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof, the Company shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of an Exercise Notice by the Holder shall be deemed to be the Holder’s representation that this Warrant is exercisable pursuant to the terms hereof. The Company shall have no liability to any person if the Holder’s determination of whether this Warrant is exercisable pursuant to the terms hereof is incorrect. The holders of Common Stock are to be deemed third-party beneficiaries of the limitation imposed hereby and, accordingly, this Section 4 may not be amended without the consent of the holders of a majority of the shares of Common Stock then outstanding; provided, however, that the Holder shall have the right, upon sixty (60) days’ prior written notice to the Company, to waive the provisions of this Section 4 in the event that either a Fundamental Change or Liquidation Event (each, as defined in the Notes) is announced or occurs, without obtaining such consent.