Common use of Exercise Limitation Clause in Contracts

Exercise Limitation. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant and the Registered Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (b) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining unexercised and non-cancelled portion of this Warrant by the Registered Holder and (ii) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act.

Exercise Limitation. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any the exercise of this Warrant and the Registered Holder shall not be entitled have the right to exercise this Warrant for a number of Warrant Shares in excess of Warrant, to the extent that number of Warrant Shares which, upon after giving effect to such exercise, the Holder (together with the Holder’s affiliates) would cause beneficially own in excess of [9.99 / 19.99]% (ithe “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 a holder such Holder and its affiliates shall include the number of Series D Preferred 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 (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other persons whose beneficial ownership securities of Common Stock would be aggregated with the holder’s 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 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 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”). For purposes of this Warrant, to exceed 19.99% of in determining the total number of issued and outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock of 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 following such exercise, or (bz) the combined voting power of the securities of any other notice by the Company beneficially owned by a holder of Series D Preferred Stock and or its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude transfer agent setting forth the number of shares of Common Stock which would be issuable upon 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) exercise of any such increase will not be effective until the remaining unexercised and nonsixty-cancelled portion of this Warrant by fifth (65st) day after such notice is delivered to the Registered Holder Company, and (ii) exercise any such increase or conversion 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 unexercisedNasdaq Stock Market. Notwithstanding any of the limitations set forth in this paragraph, non-converted 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 non-cancelled portion 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, regardless of whether the 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 securities than a merger or consolidation with a wholly-owned subsidiary, a reincorporation or continuation of the Company that do not have voting power in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company), (including without limitation any securities 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 the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), subject to by a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Registered Holder or any of single stockholder and its affiliates and other persons whose beneficial ownership as a result of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Acta tender offer or similar transaction.

Exercise Limitation. Notwithstanding anything any provisions herein to the contrary contained hereincontrary, the Company shall not effect any exercise of this Warrant and the Registered Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Holder to exceed 19.999.9% of the total number of issued and outstanding shares of the Common Stock of the Company following such exercise, or (b) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e)the foregoing proviso, the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which determination of such determination proviso is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining remaining, unexercised and non-cancelled portion of this Warrant Warrants beneficially owned by the Registered Holder and (ii) exercise or conversion of the unexercised, non-converted unexercised or non-cancelled unconverted portion of any other securities of the Company that do not have voting power (including without limitation any securities of beneficially owned by the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by herein. Except as set forth in the Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s preceding sentence, for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. The Holder may waive the foregoing limitation by written notice to the Company upon not less than 61 days prior written notice (with such waiver 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 in the Offering). For purposes of this Section 2.5, 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 outstanding. Upon the written request of the Holder, the Company shall within three trading days confirm 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 this Warrant, by the Holder since the date as of which such number of outstanding shares of Common Stock was reported.

Exercise Limitation. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any the exercise of this Warrant and the Registered Holder shall not be entitled have the right to exercise this Warrant for a number of Warrant Shares in excess of Warrant, to the extent that number of Warrant Shares which, upon after giving effect to such exercise, the Holder (together with the Holder’s affiliates) would cause beneficially own in excess of 19.99% (ithe “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); 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 upon exercise of this Warrant in excess of the Maximum Percentage and otherwise satisfies the requirements of Nasdaq Stock Market Rule 5635 with respect to issuances of shares of Common Stock upon exercise of this Warrant. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by a holder such Holder and its affiliates shall include the number of Series D Preferred 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 (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other persons whose beneficial ownership securities of Common Stock would be aggregated with the holder’s 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 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 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”). For purposes of this Warrant, to exceed 19.99% of in determining the total number of issued and outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock of 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 following such exercise, or (bz) the combined voting power of the securities of any other notice by the Company beneficially owned by a holder of Series D Preferred Stock and or its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude transfer agent setting forth the number of shares of Common Stock which would be issuable upon 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) exercise of any such increase will not be effective until the remaining unexercised and nonsixty-cancelled portion of this Warrant by fifth (65th) day after such notice is delivered to the Registered Holder Company, and (ii) exercise any such increase or conversion 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 unexercisedNasdaq Stock Market. Notwithstanding any of the limitations set forth in this paragraph, non-converted 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 non-cancelled portion 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, regardless of whether the 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 securities than a merger or consolidation with a wholly-owned subsidiary, a reincorporation or continuation of the Company that do not have voting power in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company), (including without limitation any securities 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 the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), subject to by a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Registered Holder or any of single stockholder and its affiliates and other persons whose beneficial ownership as a result of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Acta tender offer or similar transaction.

Exercise Limitation. Notwithstanding anything any provisions herein to the contrary contained hereincontrary, the Company shall not effect any exercise of this Warrant and the Registered Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Holder to exceed 19.999.99% of the total number of issued and outstanding shares of the Common Stock of the Company following such exercise, or (b) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e)the foregoing proviso, the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which determination of such determination proviso is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining remaining, unexercised and non-cancelled portion of this Warrant Warrants beneficially owned by the Registered Holder and (ii) exercise or conversion of the unexercised, non-converted unexercised or non-cancelled unconverted portion of any other securities of the Company that do not have voting power (including without limitation any securities of beneficially owned by the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by herein. Except as set forth in the Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s preceding sentence, for purposes of this Section 2.5, 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, 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 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 since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything to the contrary contained in this Warrant or the Securities Purchase Agreement, all of the Holders and the Company agree that the total cumulative number of Common Stock issued to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital Market.

Exercise Limitation. Notwithstanding anything any provisions herein to the contrary contained hereincontrary, the Company shall not effect any exercise of this Warrant and the Registered Holder shall not be entitled to exercise this Warrant for a number of Warrant Exercise Shares in excess of that number of Warrant Exercise Shares which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Holder to exceed 19.999.9% of the total number of issued and outstanding shares of the Common Stock of the Company following such exercise, or (b) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e)the foregoing provision, the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which determination of such determination provision is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining remaining, unexercised and non-cancelled portion of this Warrant Warrants beneficially owned by the Registered Holder and (ii) exercise or conversion of the unexercised, non-converted unexercised or non-cancelled unconverted portion of any other securities of the Company that do not have voting power (including without limitation any securities of beneficially owned by the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by herein. Except as set forth in the Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s preceding sentence, for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. The Holder may waive the foregoing limitation by written notice to the Company upon not less than 61 days prior written notice (with such waiver 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 in the Offering). For purposes of this Section 2.5, 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 outstanding. Upon the written request of the Holder, the Company shall within three trading days confirm 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 this Warrant, by the Holder since the date as of which such number of outstanding shares of Common Stock was reported.

Exercise Limitation. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant Warrant, and the Registered Holder shall not be entitled have the right to exercise any portion of this Warrant for a number of Warrant Shares in excess of Warrant, pursuant to Section 2 or otherwise, to the extent that number of Warrant Shares which, upon after giving effect to such issuance after exercise as set forth on the applicable notice of exercise, 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 cause beneficially own in excess of the Beneficial Ownership Limitation (i) as defined below). For purposes of the aggregate foregoing sentence, the number of shares of Common Stock beneficially owned by a holder of Series D Preferred Stock such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with Affiliates shall include the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (b) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (iA) exercise of the remaining unexercised and non-cancelled remaining, nonexercised portion of this Warrant beneficially owned by the Registered such Holder or any of its Affiliates and (iiB) exercise or conversion of the unexercised, non-converted unexercised or non-cancelled nonconverted portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Registered such Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with affiliates. Except as set forth in the Registered Holder’s preceding sentence, for purposes of this Section 2, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act 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 2 applies, the determination of whether this Warrant is exercisable (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 sole 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 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 provisions of 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 same investment manager as such purchaser will be deemed to be an Affiliate of such Holder.

Exercise Limitation. Notwithstanding anything any provisions herein to the contrary contained hereincontrary, the Company shall not effect any exercise of this Warrant and the Registered Holder shall not be entitled to exercise this Warrant for a number of Warrant Exercise Shares in excess of that number of Warrant Exercise Shares which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Holder to exceed 19.9919.9% of the total number of issued and outstanding shares of the Common Stock of the Company following such exercise, or (b) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e)the foregoing provision, the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which determination of such determination provision is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining remaining, unexercised and non-cancelled portion of this Warrant Warrants beneficially owned by the Registered Holder and (ii) exercise or conversion of the unexercised, non-converted unexercised or non-cancelled unconverted portion of any other securities of the Company that do not have voting power (including without limitation any securities of beneficially owned by the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by herein. Except as set forth in the Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s preceding sentence, for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 2.5, 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 outstanding. Upon the written request of the Holder, the Company shall within three trading days confirm 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 this Warrant, by the Holder since the date as of which such number of outstanding shares of Common Stock was reported.

Exercise Limitation. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant Warrant, and the Registered a Holder shall not be entitled have the right to exercise any portion of this Warrant for a number Warrant, to the extent that after giving effect to the issuance of Warrant Shares after such exercise, as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of that number the Beneficial Ownership Limitation (as defined below). For purposes of Warrant Shares whichthe foregoing sentence, upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by a holder of Series D Preferred Stock the Holder and its affiliates Affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with Attribution Parties shall include the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (b) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining unexercised and non-cancelled remaining, nonexercised portion of this Warrant beneficially owned by the Registered Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised, non-converted unexercised or non-cancelled nonconverted portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with Affiliates or Attribution Parties. Except as set forth in the Registered Holder’s preceding sentence, for purposes of this Section 1(d), beneficial ownership shall be calculated in accordance with Section 13(d) of 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 1(d) applies, the determination of whether 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 this Warrant is exercisable shall be in the sole discretion, and at the sole determination, 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 (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of 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, nor shall the Company be in any way liable to the Holder, any Attribution Party or any other Person in any respect of any such determination. In addition, a determination as to any “group” status for purpose of this Section 1(d) 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 1(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 Securities and Exchange Commission (the “SEC”), 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 request of a Holder, the Company shall within two Trading Days confirm 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 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% 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 Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 1(d); provided that the Beneficial Ownership Limitation in no event exceeds 9.985% of the number of shares of 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 1(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 1(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 this Warrant.

Exercise Limitation. Notwithstanding anything any provisions herein to the contrary contained hereincontrary, the Company shall not effect any exercise of this Warrant and the Registered Holder Warrantholder shall not be entitled to exercise this Warrant the Warrants for a number of Warrant Shares in excess of that number of Warrant Shares shares of Common Stock which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such Warrantholder to exceed 19.999.99% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (b) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e)the foregoing proviso, the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act Warrantholder shall include the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which determination of such determination proviso is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining remaining, unexercised and non-cancelled portion of this Warrant Warrants beneficially owned by the Registered Holder Warrantholder and (ii) exercise or conversion of the unexercised, non-converted unexercised or non-cancelled unconverted portion of any other securities of the Company that do not have voting power (including without limitation any securities of beneficially owned by the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), Warrantholder subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by herein. Except as set forth in the Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s preceding sentence, for purposes of this Section 1(c)(v), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange ActAct 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)(v), 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 6-K or Form 20-F, 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 outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Warrantholder since the date as of which such number of outstanding shares of Common Stock was reported.

Exercise Limitation. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant and the Registered Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by a holder of Series D Preferred Stock the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holderRegistered Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (bii) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the stockholders of the Company obtains approve the requisite stockholder approval under NASDAQ Marketplace Rule 5635(bNasdaq Proposal (as defined by and in accordance with Section 5.11(B) of that certain Convertible Preferred Stock and Warrant Purchase Agreement, dated November 9, 2012, among the Company, Pillar Pharmaceuticals II, L.P. and the other parties thereto [(the “Series E Purchase Agreement”)]), in which case, the Issuance Limitation 19.99% limitation under clause (i) and clause (ii) of this Section 1(e) shall no longer apply be increased, with respect to the Registered Holder, to 35% for purposes of both clause (i) and clause (ii) of this Section 1(e). For purposes of this Section 1(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (ix) exercise of the remaining unexercised and non-cancelled portion of this Warrant by the Registered Holder and (iiy) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act.

Exercise Limitation. Notwithstanding anything any provisions herein to the contrary contained hereincontrary, the Company shall not effect any exercise of this Warrant and the Registered Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Holder to exceed 19.999.99% of the total number of issued and outstanding shares of the Common Stock of the Company following such exercise, or (b) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e)the foregoing proviso, the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which determination of such determination proviso is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining remaining, unexercised and non-cancelled portion of this Warrant Warrants beneficially owned by the Registered Holder and (ii) exercise or conversion of the unexercised, non-converted unexercised or non-cancelled unconverted portion of any other securities of the Company that do not have voting power (including without limitation any securities of beneficially owned by the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by herein. Except as set forth in the Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s preceding sentence, for purposes of this Section 2.5, 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, 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 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 since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything to the contrary contained in this Warrant or the Securities Purchase Agreement, all of the Holders and the Company agree that the total cumulative number of Common Stock issued to all Holders under the Warrants together with the Common Stock issued to all purchasers under the Securities Purchase Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following the Company’s shareholder approval of the issuance greater than the Nasdaq 19.99% Cap or if the Common Stock is no longer listed on the NASDAQ Capital Mar

Exercise Limitation. Notwithstanding anything any provisions herein to the contrary contained hereincontrary, the Company shall not effect any exercise of this Warrant and the Registered Holder shall not be entitled to exercise this Warrant for a number of Warrant Exercise Shares in excess of that number of Warrant Exercise Shares which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Holder to exceed 19.999.99% of the total number of issued and outstanding shares of the Common Stock of the Company following such exercise, or (b) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e)the foregoing proviso, the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which determination of such determination proviso is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining remaining, unexercised and non-cancelled portion of this Warrant Warrants beneficially owned by the Registered Holder and (ii) exercise or conversion of the unexercised, non-converted unexercised or non-cancelled unconverted portion of any other securities of the Company that do not have voting power (including without limitation any securities of beneficially owned by the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by herein. Except as set forth in the Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s preceding sentence, for purposes of this Section 2.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. The Holder may waive the foregoing limitation by written notice to the Company upon not less than 61 days prior written notice (with such waiver 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). For purposes of this Section 2.4, 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 as to the number of shares of Common Stock outstanding 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 Trading Days confirm 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 this Warrant, by the Holder since the date as of which such number of outstanding shares of Common Stock was reported.

Exercise Limitation. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant Warrant, and the Registered Holder shall not be entitled have the right to exercise any portion of this Warrant for a number of Warrant Shares in excess of pursuant to Section 1 or otherwise, to the extent that number of Warrant Shares which, upon after giving effect to such exerciseissuance after exercise as set forth on the Notice of Exercise, would cause Holder (i) the aggregate number of shares of Common Stock beneficially owned by a holder of Series D Preferred Stock and its together with Holder’s affiliates and any other persons whose beneficial ownership acting as a group together with Holder or any of Common Stock Holder’s affiliates (such persons, “Attribution Parties”)), would be aggregated with the holder’s for purposes of Section 13(d) beneficially own in excess of the Securities Exchange Act of 1934, Beneficial Ownership Limitation (as amended (the “Exchange Act”defined below), to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (b) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e)the foregoing sentence, the aggregate number of shares of Common Stock or voting securities the Class beneficially owned by the Registered Holder and Xxxxxx, together with its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act Attribution Parties, shall include the number of shares of Common Stock the Class that would be issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock the Class which would be are issuable upon (i) exercise of the remaining unexercised and non-cancelled remaining, nonexercised portion of this Warrant beneficially owned by the Registered Holder Holder, together with its Attribution Parties, and (ii) exercise or conversion of the unexercised, non-converted unexercised or non-cancelled nonconverted portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by Holder, together with its Attribution Parties. Except as set forth in the Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s preceding sentence, for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the rules and regulations promulgated thereunder, it being acknowledged by Holder that the Company is not representing to Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.5 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by Holder, together with its Affiliates and any other Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of Holder, and the submission of a Notice of Exercise shall be deemed to be Holder’s determination of whether 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 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 2.5, in determining the number of outstanding shares of the Class (including shares represented by American Depositary Shares), Holder may rely on the number of outstanding shares of the Class (including shares represented by American Depositary Shares) as reflected in (A) the Company’s most recent periodic or annual report filed with the US 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 setting forth the number of shares of the Class outstanding. Upon the written or oral request of Xxxxxx, the Company shall within two (2) Business Days confirm orally and in writing to Holder the number of shares of the Class then outstanding. In any case, the number of outstanding shares of the Class (including shares represented by American Depositary Shares) shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of the Class (including shares represented by American Depositary Shares) was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Class outstanding immediately after giving effect to the issuance of shares of the Class issuable upon exercise of this Warrant. Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.5, provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Class outstanding immediately after giving effect to the issuance of shares of the Class upon exercise of this Warrant held by Holder and the provisions of this Section 2.5 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 Section 2.5 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.5 to correct this Section 2.5 (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 2.5 shall apply to a successor holder of this Warrant.”; and

Exercise Limitation. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant Warrant, and the Registered a Holder shall not be entitled have the right to exercise any portion of this Warrant for a number Warrant, to the extent that after giving effect to the issuance of Warrant Shares after such exercise, as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the Beneficial Ownership Limitation (i) the aggregate number of shares of Common Stock beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”defined below), to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (b) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e)the foregoing sentence, the aggregate number of shares of Common Stock or voting securities Shares beneficially owned by the Registered Holder and its affiliates Affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act Attribution Parties shall include the shares number of Common Stock Shares issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock Shares which would be issuable upon (i) exercise of the remaining unexercised and non-cancelled remaining, nonexercised portion of this Warrant beneficially owned by the Registered Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised, non-converted unexercised or non-cancelled nonconverted portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with Affiliates or Attribution Parties. Except as set forth in the Registered Holder’s preceding sentence, for purposes of this Section 1(d), beneficial ownership shall be calculated in accordance with Section 13(d) of 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 1(d) applies, the determination of whether 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 this Warrant is exercisable shall be in the sole discretion, and at the sole determination, 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 (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of 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, nor shall the Company be in any way liable to the Holder, any Attribution Party or any other Person in any respect of any such determination. In addition, a determination as to any “group” status for purpose of this Section 1(d) 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 1(d), in determining the number of outstanding Shares, a Holder may rely on the number of outstanding Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission (the “SEC”), 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 outstanding. Upon the written request of a Holder, the Company shall within two Trading Days confirm in writing to the Holder the number of Shares then outstanding. In any case, the number of outstanding Shares 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 or Attribution Parties since the date as of which such number of outstanding Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 1(d); provided that the Beneficial Ownership Limitation in no event exceeds 9.985% of the number of Shares outstanding immediately after giving effect to the issuance of Shares upon exercise of this Warrant held by the Holder, and the provisions of this Section 1(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 1(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 this Warrant.

Exercise Limitation. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant and the Registered Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by a holder of Series D Preferred Stock the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holderRegistered Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (bii) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the stockholders of the Company obtains approve the requisite stockholder approval under NASDAQ Marketplace Rule 5635(bNasdaq Proposal (as defined by and in accordance with Section 5.11(B) of the Purchase Agreement), in which case, the Issuance Limitation 19.99% limitation under clause (i) and clause (ii) of this Section 1(e) shall no longer apply be increased, with respect to the Registered Holder, to 35% for purposes of both clause (i) and clause (ii) of this Section 1(e). For purposes of this Section 1(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining unexercised and non-cancelled portion of this Warrant by the Registered Holder and (ii) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act.

Exercise Limitation. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant and the Registered Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by a holder of Series D Preferred Stock the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holderRegistered Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (bii) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the stockholders of the Company obtains approve the requisite stockholder approval under NASDAQ Marketplace Rule 5635(bNasdaq Proposal (as defined by and in accordance with Section 5.11(B) of that certain Convertible Preferred Stock and Warrant, dated November 9, 2012, among the Company and the Purchasers named therein), in which case, the Issuance Limitation 19.99% limitation under clause (i) and clause (ii) of this Section 1(e) shall no longer apply be increased, with respect to the Registered Holder, to 35% for purposes of both clause (i) and clause (ii) of this Section 1(e). For purposes of this Section 1(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining unexercised and non-cancelled portion of this Warrant by the Registered Holder and (ii) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act.”

Exercise Limitation. Notwithstanding anything any other provision herein and except for First Eagle Investment Management, LLC and any of its Affiliates, the Holder may not exercise the Warrant to the contrary contained herein, extent that immediately following such exercise Holder (together with its Affiliates and any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Company shall not effect any exercise Holder’s for purposes of this Warrant and Section 13(d) of the Registered Holder shall not be entitled to exercise this Warrant for a 0000 Xxx) would beneficially own more than 19.99% (the “Maximum Percentage”) of the number of Warrant Shares in excess outstanding shares of that number Common Stock. For purposes of Warrant Shares whichthe foregoing sentence, upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by a holder of Series D Preferred Stock and such Holder, its affiliates Affiliates and any other persons Persons whose beneficial ownership of shares of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (b) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange 1934 Act shall include the number of shares of Common Stock issuable upon the exercise of 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 remaining, unexercised and non-cancelled portion of this Warrant beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Registered Holder Holder’s for purposes of Section 13(d) of the 1934 Act, and (ii) exercise or conversion of the unexercised, non-converted unexercised or non-cancelled unconverted portion of any other securities of the Company that do not have voting power (including without limitation beneficially owned by such Holder and its Affiliates and any securities other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Company which would entitle the holder thereof to acquire at 1934 Act (including, without limitation, any time Common Stock, including without limitation any debt, convertible notes or convertible preferred stock, right, option, warrant stock or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by herein. Except as set forth in the Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of this Warrant, 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 (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange ActCommission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this paragraph shall be construed and implemented in a manner other than in strict conformity with the terms of this Section 1(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. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, the beneficial ownership of such Holder would exceed the Maximum Percentage. If any delivery owed to the Holder (including, for this purpose, any holder of a beneficial interest therein) hereunder is not made, in whole or in part, as a result of this provision, the Company’s obligation to make such delivery shall not be extinguished and the Company shall make such delivery as promptly as practicable after, but in no event later than three (3) Business Days after, the Holder gives notice to the Company that, after such delivery, its beneficial ownership would not exceed the Maximum Percentage.

Exercise Limitation. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant Warrant, and the Registered Holder shall not be entitled have the right to exercise any portion of this Warrant for a number of Warrant Shares in excess of Warrant, pursuant to Section 2 or otherwise, to the extent that number of Warrant Shares which, upon after giving effect to such issuance after exercise as set forth on the applicable notice of exercise, 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 cause beneficially own in excess of the Beneficial Ownership Limitation (i) as defined below). For purposes of the aggregate foregoing sentence, the number of shares of Common Stock beneficially owned by a holder of Series D Preferred Stock such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with Affiliates shall include the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (b) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (iA) exercise of the remaining unexercised and non-cancelled remaining, nonexercised portion of this Warrant beneficially owned by the Registered such Holder or any of its Affiliates and (iiB) exercise or conversion of the unexercised, non-converted unexercised or non-cancelled nonconverted portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Registered such Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with affiliates. Except as set forth in the Registered Holder’s preceding sentence, for purposes of this Section 2, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act 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 2 applies, the determination of whether this Warrant is exercisable (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 sole 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 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 provisions of 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 same investment manager as such purchaser will be deemed to be an Affiliate of such Holder. Series D Warrant

Exercise Limitation. Notwithstanding anything any provisions herein to the contrary contained hereincontrary, the Company shall not effect any exercise of this Warrant and the Registered Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause (i) the aggregate number of shares of Common Stock Ordinary Shares beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Holder to exceed 19.999.99% of the total number of issued and outstanding shares of Common Stock of the Company Ordinary Shares following such exercise, or (b) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e)the foregoing proviso, the aggregate number of shares of Common Stock or voting securities Ordinary Shares beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares number of Common Stock Ordinary Shares issuable upon the exercise of this Warrant with respect to which determination of such determination proviso 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 remaining, unexercised and non-cancelled portion of this Warrant Warrants beneficially owned by the Registered Holder and (ii) exercise or conversion of the unexercised, non-converted unexercised or non-cancelled unconverted portion of any other securities of the Company that do not have voting power (including without limitation any securities of beneficially owned by the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), Holder subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by herein. Except as set forth in the Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s preceding sentence, for purposes of this Section 2.5, 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, in determining the number of outstanding Ordinary Shares, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent semiannual report on Form 6-K or annual report on Form 20-F, 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 Ordinary Shares 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 Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding Ordinary Shares was reported.

Exercise Limitation. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any the exercise of this Warrant and the Registered Holder shall not be entitled have the right to exercise this Warrant for a number of Warrant Shares in excess of Warrant, to the extent that number of Warrant Shares which, upon after giving effect to such exercise, the Holder (together with the Holder’s affiliates) would cause beneficially own in excess of 19.99% (ithe “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 a holder such Holder and its affiliates shall include the number of Series D Preferred 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 (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other persons whose beneficial ownership securities of Common Stock would be aggregated with the holder’s 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 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 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”). For purposes of this Warrant, to exceed 19.99% of in determining the total number of issued and outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock of 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 following such exercise, or (bz) the combined voting power of the securities of any other notice by the Company beneficially owned by a holder of Series D Preferred Stock and or its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three trading days confirm 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 this Warrant, by the Holder since the date as of which would be issuable upon such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99% specified in such notice; provided that (i) exercise of any such increase will not be effective until the remaining unexercised and nonsixty-cancelled portion of this Warrant by fifth (65st) day after such notice is delivered to the Registered Holder Company, and (ii) exercise any such increase or conversion 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. Notwithstanding any of the unexercisedlimitations set forth in this paragraph, non-converted 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 stockholder approval rules of The NASDAQ Global Market or non-cancelled portion 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, regardless of whether the Company then has a class of securities listed on The NASDAQ Global 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 securities than a merger or consolidation with a wholly-owned subsidiary, a reincorporation or continuation of the Company that do not have voting power in a different jurisdiction, or other transaction in which there is no substantial change in the shareholders of the Company), (including without limitation any securities b) the sale of all or substantially all of the assets of the Company, or (c) the acquisition, sale or transfer of more than 50% of the outstanding shares of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant by take-over bid or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Actsimilar transaction.

Exercise Limitation. Notwithstanding anything in this Agreement or the Warrant Certificates to the contrary contained hereincontrary, the Company a holder shall not effect any exercise of this Warrant and have the Registered Holder shall not be entitled right to exercise this Warrant for a number any portion of Warrant Shares in excess of Warrants, to the extent that number of Warrant Shares which, upon after giving effect to such issuance after exercise, such holder (together with such holder’s “affiliates” as defined in Rule 405 under the Securities Act of 1933, as amended) would cause beneficially own in excess of 9.99% of the common stock, par value $0.001 per share, of the Company (ithe “Common Stock”) outstanding immediately after giving effect to such issuance, unless the aggregate holder of this Warrant elects to waive the provisions of this Section upon not less than 61 days’ prior notice to the Company; provided, however, that in no event shall any Holder have the right to exercise any portion of a Warrant to the extent that after giving effect to such issuance after exercise, such holder (together with such holder’s “affiliates” as defined in Rule 405 under the Securities Act of 1933, as amended) would beneficially own in excess of 19.99% of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a holder of Series D Preferred Stock such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with shall include the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (b) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by issuable upon exercise of a Warrant if the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s Warrant is exercisable for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which 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 unexercised and remaining, non-cancelled exercised portion of this a Warrant beneficially owned by the Registered Holder such holder or any of its affiliates and (iib) exercise or conversion of the unexercised, unexercised or non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including including, without limitation limitation, any securities other shares of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant Stock or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Registered Holder such holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with affiliates. Except as set forth in the Registered Holder’s preceding sentence, for purposes of this, 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 a holder that the Company is not representing to such holder that such calculation is in compliance with Section 13(d) of the Exchange ActAct 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 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by such holder) and of which portion of a Warrant is exercisable shall be in the sole discretion of a holder, and the submission of a Warrant Certificate for exercise shall be deemed to be each Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of a Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section, 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 (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 Securities and Exchange Commission, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants to be exercised, by such holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported.]

Exercise Limitation. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant Warrant, and the Registered Holder a Warrantholder shall not be entitled have the right to exercise any portion of this Warrant for a number of Warrant Shares in excess of Warrant, pursuant to Section 3 or otherwise, to the extent that number of Warrant Shares which, upon after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, the Warrantholder (together with the Warrantholder’s affiliates, and any other persons acting as a group together with the Warrantholder or any of the Warrantholder’s affiliates), would cause beneficially own in excess of the Beneficial Ownership Limitation (i) as defined below). For purposes of the aggregate foregoing sentence, the number of shares of Common Stock beneficially owned by a holder of Series D Preferred Stock the Warrantholder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with shall include the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (b) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining unexercised and non-cancelled remaining, nonexercised portion of this Warrant beneficially owned by the Registered Holder Warrantholder or any of its affiliates and (ii) exercise or conversion of the unexercised, non-converted unexercised or non-cancelled nonconverted portion of any other securities of the Company that do not have voting power (including including, without limitation limitation, any securities of the Company which would entitle the holder thereof to acquire at any time other Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), Stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Registered Holder Warrantholder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with affiliates. Except as set forth in the Registered Holder’s preceding sentence, for purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the rules and regulations promulgated thereunder, it being acknowledged by the Warrantholder that the Company is not representing to the Warrantholder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Warrantholder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Warrantholder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Warrantholder and the submission of a Notice of Exercise shall be deemed to be the Warrantholder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Warrantholder together with any affiliates) and of which portion of 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 and shall have no liability for exercise of the Warrant that are not in compliance with the Beneficial Ownership Limitation. 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(d), in determining the number of outstanding shares of Common Stock, a Warrantholder 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 Warrantholder, the Company shall within two (2) business days confirm orally and in writing to the Warrantholder 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 Warrantholder 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 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. 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(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 this Warrant.]

Exercise Limitation. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant Warrant, and the Registered Holder shall not be entitled have the right to exercise any portion of this Warrant for a number of Warrant Shares in excess of pursuant to Section 1 or otherwise, to the extent that number of Warrant Shares which, upon after giving effect to such exerciseissuance after exercise as set forth on the Notice of Exercise, would cause Holder (i) the aggregate number of shares of Common Stock beneficially owned by a holder of Series D Preferred Stock and its together with Holder’s affiliates and any other persons whose beneficial ownership acting as a group together with Holder or any of Common Stock Holder’s affiliates (such persons, “Attribution Parties”)), would be aggregated with the holder’s for purposes of Section 13(d) beneficially own in excess of the Securities Exchange Act of 1934, Beneficial Ownership Limitation (as amended (the “Exchange Act”defined below), to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (b) the combined voting power of the securities of the Company beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e)the foregoing sentence, the aggregate number of shares of Common Stock or voting securities the Class beneficially owned by the Registered Holder and Hxxxxx, together with its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act Attribution Parties, shall include the number of shares of Common Stock the Class that would be issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock the Class which would be are issuable upon (i) exercise of the remaining unexercised and non-cancelled remaining, nonexercised portion of this Warrant beneficially owned by the Registered Holder Holder, together with its Attribution Parties, and (ii) exercise or conversion of the unexercised, non-converted unexercised or non-cancelled nonconverted portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by Holder, together with its Attribution Parties. Except as set forth in the Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s preceding sentence, for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the rules and regulations promulgated thereunder, it being acknowledged by Holder that the Company is not representing to Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.5 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by Holder, together with its Affiliates and any other Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of Holder, and the submission of a Notice of Exercise shall be deemed to be Holder’s determination of whether 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 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 2.5, in determining the number of outstanding shares of the Class (including shares represented by American Depositary Shares), Holder may rely on the number of outstanding shares of the Class (including shares represented by American Depositary Shares) as reflected in (A) the Company’s most recent periodic or annual report filed with the US 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 setting forth the number of shares of the Class outstanding. Upon the written or oral request of Hxxxxx, the Company shall within two (2) Business Days confirm orally and in writing to Holder the number of shares of the Class then outstanding. In any case, the number of outstanding shares of the Class (including shares represented by American Depositary Shares) shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of the Class (including shares represented by American Depositary Shares) was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Class outstanding immediately after giving effect to the issuance of shares of the Class issuable upon exercise of this Warrant. Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.5, provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Class outstanding immediately after giving effect to the issuance of shares of the Class upon exercise of this Warrant held by Holder and the provisions of this Section 2.5 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 Section 2.5 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.5 to correct this Section 2.5 (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 2.5 shall apply to a successor holder of this Warrant.

Exercise Limitation. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any the exercise of this Warrant and the Registered Holder shall not be entitled have the right to exercise this Warrant for a number of Warrant Shares in excess of Warrant, to the extent that number of Warrant Shares which, upon after giving effect to such exercise, the Holder (together with the Holder’s affiliates) would cause beneficially own in excess of 19.99% (ithe “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 a holder such Holder and its affiliates shall include the number of Series D Preferred 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 (a) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its affiliates and (b) exercise or conversion of the unexercised or unconverted portion of any other persons whose beneficial ownership securities of Common Stock would be aggregated with the holder’s 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 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 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”). For purposes of this Warrant, to exceed 19.99% of in determining the total number of issued and outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock of 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 following such exercise, or (bz) the combined voting power of the securities of any other notice by the Company beneficially owned by a holder of Series D Preferred Stock and or its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise, unless, in either case, the Company obtains the requisite stockholder approval under NASDAQ Marketplace Rule 5635(b), in which case, the Issuance Limitation under this Section 1(e) shall no longer apply to the Registered Holder. For purposes of this Section 1(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Registered Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude transfer agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). 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 would may be issuable upon 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. For purposes herein, “Liquidation Event” shall mean the consummation of any of the following transactions: (i) 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 in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company), (ii) the sale of all or substantially all of the assets of the Company, (iii) the acquisition of all of the outstanding shares of the Company by a single stockholder and its affiliates as a result of a tender offer or similar transaction or (iv) dissolution, liquidation or winding up of the Company. 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 (A) 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 2.5, 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 (B) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In the event that the issuance of Warrant Shares to the Holder upon exercise of this Warrant results in the remaining unexercised Holder (together with the Holder’s affiliates) being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock, the number of shares so issued by which the Holder’s (together with the Holder’s affiliates) aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and non-void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares and reinstate the portion of this Warrant by the Registered Holder and (ii) exercise or conversion equivalent number of Warrant Shares in respect of the unexercised, non-converted or non-cancelled portion of Excess Shares. No prior inability to exercise this Warrant pursuant to this Section 2.5 shall have any other securities effect on the applicability of the Company that do not have voting power (including without limitation provisions of this Section 2.5 with respect to any securities subsequent determination of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Registered Holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Exchange Actexercisability.