Common use of Exercise Limitation Clause in Contracts

Exercise Limitation. Notwithstanding any provisions herein to the contrary, from and after the time that the Company has ceased to qualify as a “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Warrantholder shall not be entitled to exercise Warrants for a number of Shares in excess of that number of Shares which, upon giving effect to such exercise, would cause the aggregate number of Shares deemed beneficially owned by the Warrantholder to exceed 9.99% of the outstanding Shares following such exercise. For purposes of the foregoing proviso, the aggregate number of Shares beneficially owned by the Warrantholder shall include the number of Shares issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Warrantholder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Warrantholder subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2.16, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Warrantholder 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 Warrantholder 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 Warrantholder and not to any other holder of Warrants). For purposes of this Section 2.16, in determining the number of outstanding Shares, the Warrantholder may rely on the number of outstanding Shares as reflected in (x) the Company’s most recent periodic report 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 outstanding. Upon the written request of the Warrantholder, the Company shall use commercially reasonable efforts to within confirm in writing or by electronic mail to the Warrantholder the number of Shares then outstanding within three (3) Business Days after written request by such Warrantholder. 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 Warrantholder since the date as of which such number of outstanding Shares was reported.

Exercise Limitation. Notwithstanding any provisions herein The Company shall not effect the exercise of this Warrant and the Holder shall not have the right to exercise this Warrant, to the contrary, from and extent that after the time that the Company has ceased to qualify as a “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Warrantholder shall not be entitled to exercise Warrants for a number of Shares in excess of that number of Shares which, upon giving effect to such exercise, the Holder (together with the Holder’s affiliates) would cause beneficially own in excess of 19.99% (the aggregate number of Shares deemed beneficially owned by the Warrantholder to exceed 9.99% “Maximum Percentage”) of the shares of Common Stock outstanding Shares following immediately after giving effect to such exerciseexercise (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 provisosentence, the aggregate number of Shares shares of Common Stock beneficially owned by the Warrantholder such Holder and its affiliates shall include the number of Shares shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such proviso sentence is being made, but shall exclude the Shares shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants portion of this Warrant beneficially owned by the Warrantholder such Holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Warrantholder 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 Section 2.16paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act. Notwithstanding the foregoing, the Warrantholder 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 Warrantholder 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 Warrantholder and not to any other holder of Warrants”). For purposes of this Section 2.16Warrant, in determining the number of outstanding Sharesshares of Common Stock, the Warrantholder Holder may rely on the number of outstanding Shares shares of Common Stock as reflected in (x) the Company’s most recent periodic report 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 shares of Common Stock outstanding. Upon By written notice to the written request Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-fifth (65th) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation and comply with any rules of the WarrantholderNasdaq Stock Market. Notwithstanding any of the limitations set forth in this paragraph, the Company shall use commercially reasonable efforts to within confirm in writing or by electronic mail to the Warrantholder the number of Shares then outstanding within three (3) Business Days after written request by such Warrantholder. In any case, the number of outstanding Shares this Warrant shall be determined after giving fully exercisable in connection with a Liquidation Event (as defined below); provided further that this sentence shall not be given effect to the conversion extent it could conflict with the rules of The Nasdaq Stock Market or exercise 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 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), (b) the sale of all or substantially all of the assets of the Company, including this Warrant, or (c) the acquisition of all of the outstanding shares of the Company by the Warrantholder since the date a single stockholder and its affiliates as a result of which such number of outstanding Shares was reporteda tender offer or similar transaction.

Exercise Limitation. Notwithstanding The Company shall not effect any provisions herein exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the contrary, from and extent that after the time that the Company has ceased to qualify as a “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Warrantholder shall not be entitled to exercise Warrants for a number of Shares in excess of that number of Shares which, upon 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 the aggregate number of Shares deemed beneficially owned by the Warrantholder to exceed 9.99% own in excess of the outstanding Shares following such exerciseBeneficial Ownership Limitation (as defined below). For purposes of the foregoing provisosentence, the aggregate number of Shares shares of Common Stock beneficially owned by the Warrantholder such Holder and its Affiliates shall include the number of Shares shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination of such proviso is being made, but shall exclude the Shares number of shares of Common Stock which would be issuable upon (iA) exercise of the remaining, unexercised Warrants nonexercised portion of this Warrant beneficially owned by the Warrantholder such Holder or any of its Affiliates and (iiB) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company beneficially owned by the Warrantholder subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2.162, 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 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. Notwithstanding To the foregoingextent that the limitation contained in this Section 2 applies, the Warrantholder may waive 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 foregoing 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 increase or decrease confirm the foregoing limitation accuracy of such determination. In addition, a determination as to any other percentage, by written notice to the Company; provided that a waiver by the Warrantholder group status as contemplated above shall be determined in accordance with Section 13(d) of the foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver Exchange Act and the rules and regulations promulgated thereunder. The “Beneficial Ownership Limitation” shall be 4.99% 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 Warrantholder and not to any other holder of Warrants). For purposes of this Section 2.16, in determining the number of outstanding Shares, the Warrantholder may rely on the number of outstanding Shares as reflected in (x) the Company’s most recent periodic report 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 outstanding. Upon the written request shares of the Warrantholder, the Company shall use commercially reasonable efforts to within confirm in writing or by electronic mail to the Warrantholder the number of Shares then Common Stock outstanding within three (3) Business Days after written request by such Warrantholder. In any case, the number of outstanding Shares shall be determined immediately after giving effect to the conversion or issuance of shares of Common Stock issuable upon exercise of securities 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 Company, including 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 Warrantholder since the date same investment manager as such purchaser will be deemed to be an Affiliate of which such number of outstanding Shares was reportedHolder.

Exercise Limitation. Notwithstanding any provisions herein to the contrary, from and after the time that the Company has ceased to qualify as a “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Warrantholder Holder shall not be entitled to exercise Warrants 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 the aggregate number of Ordinary Shares deemed beneficially owned by the Warrantholder Holder to exceed 9.994.99% of the outstanding Ordinary Shares following such exercise. For purposes of the foregoing proviso, the aggregate number of Ordinary Shares beneficially owned by the Warrantholder Holder shall include the number of Ordinary Shares issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the Ordinary Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Warrantholder Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Warrantholder Holder 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 Section 2.162.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Warrantholder 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 Warrantholder 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 Warrantholder Holder and not to any other holder of WarrantsWarrants sold pursuant to the Purchase Agreement). For purposes of this Section 2.162.5, in determining the number of outstanding Ordinary Shares, the Warrantholder Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent periodic 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 WarrantholderHolder, the Company shall use commercially reasonable efforts to within three (3) Business Days confirm in writing or by electronic mail to the Warrantholder Holder the number of Ordinary Shares then outstanding within three (3) Business Days after written request by such Warrantholderoutstanding. 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 Warrantholder Holder since the date as of which such number of outstanding Ordinary Shares was reported.

Exercise Limitation. Notwithstanding any provisions herein anything to the contrarycontrary contained herein, from and after the time that the Company has ceased shall not effect any exercise of this Warrant and the Registered Holder shall not be entitled to qualify as exercise this Warrant for a “foreign private issuer” number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause (as that term is defined in i) the U.S. 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 Warrantholder shall not be entitled to exercise Warrants for a total number of Shares in excess issued and outstanding shares of that number Common Stock of Shares which, upon giving effect to the Company following such exercise, would cause or (b) the aggregate number combined voting power of Shares deemed 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 Warrantholder holder’s for purposes of Section 13(d) of the Exchange Act to exceed 9.9919.99% of the combined voting power of all of the securities of the Company then outstanding Shares 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 the foregoing provisothis Section 1(e), the aggregate number of Shares shares of Common Stock or voting securities beneficially owned by the Warrantholder 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 shares of Shares Common Stock issuable upon the exercise of this Warrant with respect to which such determination of such proviso is being made, but shall exclude the Shares number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, remaining unexercised Warrants beneficially owned and non-cancelled portion of this Warrant by the Warrantholder Registered Holder and (ii) exercise or conversion of the unexercised unexercised, non-converted or unconverted non-cancelled portion of any other securities of the Company beneficially owned by that do not have voting power (including without limitation any securities of the Warrantholder 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. Except as set forth in herein beneficially owned by the preceding sentence, 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 this Section 2.16, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Warrantholder 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 Warrantholder 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 Warrantholder and not to any other holder of Warrants). For purposes of this Section 2.16, in determining the number of outstanding Shares, the Warrantholder may rely on the number of outstanding Shares as reflected in (x) the Company’s most recent periodic report 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 outstanding. Upon the written request of the Warrantholder, the Company shall use commercially reasonable efforts to within confirm in writing or by electronic mail to the Warrantholder the number of Shares then outstanding within three (3) Business Days after written request by such Warrantholder. 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 Warrantholder since the date as of which such number of outstanding Shares was reported.

Exercise Limitation. Notwithstanding any provisions herein to the contrary, from and after the time that the Company has ceased to qualify as a “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Warrantholder Holder shall not be entitled to exercise Warrants 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 the aggregate number of Shares deemed shares of Common Stock beneficially owned by the Warrantholder Holder to exceed 9.99% of the outstanding Shares shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of Shares shares of Common Stock beneficially owned by the Warrantholder Holder shall include the number of Shares shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the Shares shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Warrantholder Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Warrantholder Holder 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 Section 2.162.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Warrantholder 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 Warrantholder 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 Warrantholder Holder and not to any other holder of WarrantsWarrants sold pursuant to the Purchase Agreement). For purposes of this Section 2.162.5, in determining the number of outstanding Sharesshares of Common Stock, the Warrantholder Holder may rely on the number of outstanding Shares shares of Common Stock as reflected in (x) the Company’s most recent periodic 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 shares of Common Stock outstanding. Upon the written request of the WarrantholderHolder, the Company shall use commercially reasonable efforts to within three (3) Business Days confirm in writing or by electronic mail to the Warrantholder Holder the number of Shares shares of Common Stock then outstanding within three (3) Business Days after written request by such Warrantholderoutstanding. In any case, the number of outstanding Shares 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 Holder since the date as of which such number of outstanding Shares 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 The Company shall not effect any provisions herein exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the contraryextent that after giving effect to the issuance of Warrant Shares after such exercise, from as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and after the time that the Company has ceased to qualify any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange ActAttribution Parties”)), the Warrantholder shall not be entitled to exercise Warrants for a number of Shares would beneficially own in excess of that number of Shares which, upon giving effect to such exercise, would cause the aggregate number of Shares deemed beneficially owned by the Warrantholder to exceed 9.99% of the outstanding Shares following such exerciseBeneficial Ownership Limitation (as defined below). For purposes of the foregoing provisosentence, the aggregate number of Shares shares of Common Stock beneficially owned by the Warrantholder Holder and its Affiliates and Attribution Parties shall include the number of Shares shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination of such proviso is being made, but shall exclude the Shares number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants nonexercised portion of this Warrant beneficially owned by the Warrantholder Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company beneficially owned by the Warrantholder subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2.161(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. Notwithstanding To the foregoingextent that the limitation contained in this Section 1(d) applies, the Warrantholder may waive determination of whether this Warrant is exercisable (in relation to other securities owned by the foregoing limitationHolder 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 increase confirm the accuracy of such determination, nor shall the Company be in any way liable to the Holder, any Attribution Party or decrease the foregoing limitation any other Person in any respect of any such determination. In addition, a determination as to any other percentage, by written notice to the Company; provided that a waiver by the Warrantholder “group” status for purpose of this Section 1(d) shall be determined in accordance with Section 13(d) of the foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of Exchange Act and the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period rules and applying only to the Warrantholder and not to any other holder of Warrants)regulations promulgated thereunder. For purposes of this Section 2.161(d), in determining the number of outstanding Sharesshares of Common Stock, the Warrantholder a Holder may rely on the number of outstanding Shares shares of Common Stock as reflected in (xA) the Company’s most recent periodic or annual report filed with the SEC on Securities and Exchange Commission (the date thereof“SEC”), as the case may be, (yB) a more recent public announcement by the Company or (zC) any other a more recent written notice by the Company or its the transfer agent setting forth the number of Shares shares of Common Stock outstanding. Upon the written request of the Warrantholdera Holder, the Company shall use commercially reasonable efforts to within two Trading Days confirm in writing or by electronic mail to the Warrantholder Holder the number of Shares shares of Common Stock then outstanding within three (3) Business Days after written request by such Warrantholderoutstanding. In any case, the number of outstanding Shares 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 Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Shares 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 any provisions herein to the contrary, from and after the time that earlier of a Listing or a U.S. IPO (each, as defined in the Securities Purchase Agreement), so long as the Company has ceased to does not qualify as a “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Warrantholder shall not be entitled to exercise Warrants this Warrant for a number of Shares in excess of that number of Shares which, upon giving effect to such exercise, would cause the aggregate number of Shares deemed beneficially owned by the Warrantholder to exceed 9.99% of the outstanding Shares following such exercise. For purposes of the foregoing proviso, the aggregate number of Shares beneficially owned by the Warrantholder shall include the number of Shares issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Warrantholder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Warrantholder subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2.164.6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Warrantholder 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 Warrantholder 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 Warrantholder and not to any other holder of Warrants). For purposes of this Section 2.164.6, in determining the number of outstanding Shares, the Warrantholder may rely on the number of outstanding Shares as reflected in (x) the Company’s most recent periodic report filed with the SEC on the date thereofdisclosure of its total number of voting rights and capital pursuant to Disclosure Guidance and Transparency Rule 5.6, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent registrar setting forth the number of Shares outstanding. Upon the written request of the Warrantholder, the Company shall use commercially reasonable efforts to within confirm in writing or by electronic mail to the Warrantholder the number of Shares then outstanding within three (3) Business Days after written request by such Warrantholder. 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 Warrantholder since the date as of which such number of outstanding Shares was reported.

Exercise Limitation. Notwithstanding any provisions herein to the contrary, from and after the time that the Company has ceased to qualify as a “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Warrantholder Holder shall not be entitled to exercise Warrants 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 the aggregate number of Shares deemed shares of Common Stock beneficially owned by the Warrantholder Holder to exceed 9.999.9% of the outstanding Shares shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of Shares shares of Common Stock beneficially owned by the Warrantholder Holder shall include the number of Shares shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the Shares shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Warrantholder Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Warrantholder Holder 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 Section 2.162.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Warrantholder 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 Warrantholder of the foregoing limitation or a request to increase such limitation requires Company upon 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 Warrantholder Holder and not to any other holder of WarrantsWarrants sold in the Offering). For purposes of this Section 2.162.5, in determining the number of outstanding Sharesshares of Common Stock, the Warrantholder Holder may rely on the number of outstanding Shares shares of Common Stock as reflected in (x) the Company’s most recent periodic report 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 shares of Common Stock outstanding. Upon the written request of the WarrantholderHolder, the Company shall use commercially reasonable efforts to within three trading days confirm in writing or by electronic mail to the Warrantholder Holder the number of Shares shares of Common Stock then outstanding within three (3) Business Days after written request by such Warrantholderoutstanding. In any case, the number of outstanding Shares 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 Holder since the date as of which such number of outstanding Shares shares of Common Stock was reported.

Exercise Limitation. Notwithstanding any provisions herein The Company shall not effect the exercise of this Warrant and the Holder shall not have the right to exercise this Warrant, to the contrary, from and extent that after the time that the Company has ceased to qualify as a “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Warrantholder shall not be entitled to exercise Warrants for a number of Shares in excess of that number of Shares which, upon giving effect to such exercise, the Holder (together with the Holder’s affiliates) would cause beneficially own in excess of [9.99 / 19.99]% (the aggregate number of Shares deemed beneficially owned by the Warrantholder to exceed 9.99% “Maximum Percentage”) of the shares of Common Stock outstanding Shares following immediately after giving effect to such exercise. For purposes of the foregoing provisosentence, the aggregate number of Shares shares of Common Stock beneficially owned by the Warrantholder such Holder and its affiliates shall include the number of Shares shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such proviso sentence is being made, but shall exclude the Shares shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants portion of this Warrant beneficially owned by the Warrantholder such Holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Warrantholder 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 Section 2.16paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act. Notwithstanding the foregoing, the Warrantholder 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 Warrantholder 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 Warrantholder and not to any other holder of Warrants”). For purposes of this Section 2.16Warrant, in determining the number of outstanding Sharesshares of Common Stock, the Warrantholder Holder may rely on the number of outstanding Shares shares of Common Stock as reflected in (x) the Company’s most recent periodic report 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 shares of Common Stock outstanding. Upon By written notice to the written request Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-fifth (65st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation and comply with any rules of the WarrantholderNasdaq Stock Market. Notwithstanding any of the limitations set forth in this paragraph, the Company shall use commercially reasonable efforts to within confirm in writing or by electronic mail to the Warrantholder the number of Shares then outstanding within three (3) Business Days after written request by such Warrantholder. In any case, the number of outstanding Shares this Warrant shall be determined after giving fully exercisable in connection with a Liquidation Event (as defined below); provided further that this sentence shall not be given effect to the conversion extent it could conflict with the rules of The Nasdaq Stock Market or exercise 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 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), (b) the sale of all or substantially all of the assets of the Company, including this Warrant, or (c) the acquisition of all of the outstanding shares of the Company by the Warrantholder since the date a single stockholder and its affiliates as a result of which such number of outstanding Shares was reporteda tender offer or similar transaction.

Exercise Limitation. Notwithstanding any provisions herein to the contrary, from and after the time that the Company has ceased to qualify as a “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Warrantholder shall not be entitled to exercise the Warrants for a number of Shares in excess of that number of Shares shares of Common Stock which, upon giving effect to such exercise, would cause the aggregate number of Shares deemed shares of Common Stock beneficially owned by the such Warrantholder to exceed 9.99% of the outstanding Shares shares of Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of Shares shares of Common Stock beneficially owned by the Warrantholder shall include the number of Shares shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the Shares shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Warrantholder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Warrantholder subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2.161(c)(v), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange ActAct of 1934, as amended. Notwithstanding the foregoing, the The Warrantholder 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 Warrantholder of the foregoing limitation or a request to increase such limitation requires Company upon 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 Warrantholder and not to any other holder of Warrants). For purposes of this Section 2.161(c)(v), in determining the number of outstanding Sharesshares of Common Stock, the Warrantholder may rely on the number of outstanding Shares shares of Common Stock as reflected in (x1) the Company’s 's most recent periodic report Form 6-K or Form 20-F, as the case may be, filed with the SEC Securities and Exchange Commission on the date thereof, (y2) a more recent public announcement by the Company as to the number of shares of Common Stock outstanding, or (z3) any other notice by the Company or its transfer agent setting forth the number of Shares shares of Common Stock outstanding. Upon the written request of the Warrantholder, the Company shall use commercially reasonable efforts to within three trading days confirm in writing or by electronic mail to the Warrantholder the number of Shares shares of Common Stock then outstanding within three (3) Business Days after written request by such Warrantholderoutstanding. In any case, the number of outstanding Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrantthe Warrants, by the Warrantholder since the date as of which such number of outstanding Shares shares of Common Stock was reported.

Exercise Limitation. Notwithstanding any provisions herein anything to the contrarycontrary contained herein, from and after the time that the Company has ceased shall not effect any exercise of this Warrant and the Registered Holder shall not be entitled to qualify as exercise this Warrant for a “foreign private issuer” number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause (as that term is defined in i) the U.S. aggregate number of shares of Common Stock 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), to exceed 19.99% of the Warrantholder shall not be entitled to exercise Warrants for a total number of Shares in excess issued and outstanding shares of that number Common Stock of Shares which, upon giving effect to the Company following such exercise, would cause or (ii) the aggregate number combined voting power of Shares deemed the securities of the Company beneficially owned by the Warrantholder 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 9.9919.99% of the combined voting power of all of the securities of the Company then outstanding Shares following such exercise, unless, in either case, the stockholders of the Company approve the Nasdaq 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 19.99% limitation under clause (i) and clause (ii) of this Section 1(e) shall 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 the foregoing provisothis Section 1(e), the aggregate number of Shares shares of Common Stock or voting securities beneficially owned by the Warrantholder 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 shares of Shares Common Stock issuable upon the exercise of this Warrant with respect to which such determination of such proviso is being made, but shall exclude the Shares number of shares of Common Stock which would be issuable upon (ix) exercise of the remaining, remaining unexercised Warrants beneficially owned and non-cancelled portion of this Warrant by the Warrantholder Registered Holder and (iiy) exercise or conversion of the unexercised unexercised, non-converted or unconverted non-cancelled portion of any other securities of the Company beneficially owned by that do not have voting power (including without limitation any securities of the Warrantholder 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. Except as set forth in herein beneficially owned by the preceding sentence, 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 this Section 2.16, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Warrantholder 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 Warrantholder 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 Warrantholder and not to any other holder of Warrants). For purposes of this Section 2.16, in determining the number of outstanding Shares, the Warrantholder may rely on the number of outstanding Shares as reflected in (x) the Company’s most recent periodic report 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 outstanding. Upon the written request of the Warrantholder, the Company shall use commercially reasonable efforts to within confirm in writing or by electronic mail to the Warrantholder the number of Shares then outstanding within three (3) Business Days after written request by such Warrantholder. 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 Warrantholder since the date as of which such number of outstanding Shares was reported.

Exercise Limitation. Notwithstanding any provisions herein to the contrary, from and after the time that the Company has ceased to qualify as a “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Warrantholder Holder shall not be entitled to exercise Warrants this Warrant for a number of Exercise Shares in excess of that number of Exercise Shares which, upon giving effect to such exercise, would cause the aggregate number of Shares deemed shares of Common Stock beneficially owned by the Warrantholder Holder to exceed 9.99% of the outstanding Shares shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of Shares shares of Common Stock beneficially owned by the Warrantholder Holder shall include the number of Shares shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the Shares shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Warrantholder Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Warrantholder Holder 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 Section 2.162.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Warrantholder 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 Warrantholder of the foregoing limitation or a request to increase such limitation requires Company upon 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 Warrantholder Holder and not to any other holder of Warrants). For purposes of this Section 2.162.4, in determining the number of outstanding Sharesshares of Common Stock, the Warrantholder Holder may rely on the number of outstanding Shares shares of Common Stock as reflected in (x) the Company’s most recent periodic report 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 shares of Common Stock outstanding. Upon the written request of the WarrantholderHolder, the Company shall use commercially reasonable efforts to within three Trading Days confirm in writing or by electronic mail to the Warrantholder Holder the number of Shares shares of Common Stock then outstanding within three (3) Business Days after written request by such Warrantholderoutstanding. In any case, the number of outstanding Shares 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 Holder since the date as of which such number of outstanding Shares shares of Common Stock was reported.

Exercise Limitation. Notwithstanding any provisions 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, from extent that immediately following such exercise Holder (together with its Affiliates and after any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the time that Holder’s for purposes of Section 13(d) of the Company has ceased to qualify as a “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended 0000 Xxx) would beneficially own more than 19.99% (the “Exchange ActMaximum Percentage”)), ) of the Warrantholder shall not be entitled to exercise Warrants for a number of Shares in excess outstanding shares of that number of Shares which, upon giving effect to such exercise, would cause the aggregate number of Shares deemed beneficially owned by the Warrantholder to exceed 9.99% of the outstanding Shares following such exerciseCommon Stock. For purposes of the foregoing provisosentence, the aggregate number of Shares shares of Common Stock beneficially owned by such Holder, its Affiliates and any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Warrantholder Holder’s for purposes of Section 13(d) of the 1934 Act shall include the number of Shares shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such proviso sentence is being made, but shall exclude the Shares shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants 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 Warrantholder Holder’s for purposes of Section 13(d) of the 1934 Act, and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Warrantholder Holder’s for purposes of Section 13(d) of the 1934 Act (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 Section 2.16paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange 1934 Act. Notwithstanding the foregoing, the Warrantholder 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 Warrantholder 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 Warrantholder and not to any other holder of Warrants). For purposes of this Section 2.16Warrant, in determining the number of outstanding Sharesshares of Common Stock, the Warrantholder Holder may rely on the number of outstanding Shares shares of Common Stock as reflected in (x1) the Company’s most recent periodic report filed Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the SEC on Securities and Exchange Commission, as the date thereofcase may be, (y2) a more recent public announcement by the Company or (z3) any other notice by the Company or its transfer agent the Transfer Agent setting forth the number of Shares shares of Common Stock outstanding. Upon the written request of the Warrantholder, the Company shall use commercially reasonable efforts to within confirm in writing or by electronic mail to the Warrantholder the number of Shares then outstanding within three (3) Business Days after written request by such Warrantholder. In any case, the number of outstanding Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrantthe Warrants, by the Warrantholder Holder and its Affiliates since the date as of which such number of outstanding Shares 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 The Company shall not effect any provisions herein exercise of this Warrant, and Holder shall not have the right to exercise any portion of this Warrant pursuant to Section 1 or otherwise, to the contraryextent that after giving effect to such issuance after exercise as set forth on the Notice of Exercise, from Holder (together with Holder’s affiliates and after the time that the Company has ceased to qualify any other persons acting as a group together with Holder or any of Holder’s affiliates (such persons, “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange ActAttribution Parties”)), the Warrantholder shall not be entitled to exercise Warrants for a number of Shares would beneficially own in excess of that number of Shares which, upon giving effect to such exercise, would cause the aggregate number of Shares deemed beneficially owned by the Warrantholder to exceed 9.99% of the outstanding Shares following such exerciseBeneficial Ownership Limitation (as defined below). For purposes of the foregoing provisosentence, the aggregate number of Shares shares of the Class beneficially owned by the Warrantholder Xxxxxx, together with its Attribution Parties, shall include the number of Shares shares of the Class that would be issuable upon exercise of this Warrant with respect to which such determination of such proviso is being made, but shall exclude the Shares number of shares of the Class which would be are issuable upon (i) exercise of the remaining, unexercised Warrants nonexercised portion of this Warrant beneficially owned by the Warrantholder Holder, together with its Attribution Parties, and (ii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company beneficially owned by the Warrantholder subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by Holder, together with its Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2.162.5, 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. Notwithstanding To the foregoingextent that the limitation contained in this Section 2.5 applies, the Warrantholder may waive 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 foregoing limitationsole 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 increase or decrease confirm the foregoing limitation accuracy of such determination. In addition, a determination as to any other percentage, by written notice to the Company; provided that a waiver by the Warrantholder group status as contemplated above shall be determined in accordance with Section 13(d) of the foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of Exchange Act and the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period rules and applying only to the Warrantholder and not to any other holder of Warrants)regulations promulgated thereunder. For purposes of this Section 2.162.5, in determining the number of outstanding shares of the Class (including shares represented by American Depositary Shares), the Warrantholder Holder may rely on the number of outstanding Shares shares of the Class (including shares represented by American Depositary Shares) as reflected in (xA) the Company’s most recent periodic or annual report filed with the SEC on US Securities and Exchange Commission, as the date thereofcase may be, (yB) a more recent public announcement by the Company or (zC) any other a more recent written notice by the Company or its transfer agent setting forth the number of Shares shares of the Class outstanding. Upon the written or oral request of the WarrantholderXxxxxx, the Company shall use commercially reasonable efforts to within two (2) Business Days confirm orally and in writing or by electronic mail to the Warrantholder Holder the number of Shares shares of the Class then outstanding within three (3) Business Days after written request by such Warrantholderoutstanding. In any case, the number of outstanding Shares 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 the Warrantholder Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Shares 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 (c) by changing the phrase “five (5)” where it appears in Section 1.3 thereof to “twenty-five (25)”.

Exercise Limitation. Notwithstanding any provisions herein anything to the contrarycontrary contained herein, from and after the time that the Company has ceased shall not effect any exercise of this Warrant and the Registered Holder shall not be entitled to qualify as exercise this Warrant for a “foreign private issuer” number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause (as that term is defined in i) the U.S. aggregate number of shares of Common Stock 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), to exceed 19.99% of the Warrantholder shall not be entitled to exercise Warrants for a total number of Shares in excess issued and outstanding shares of that number Common Stock of Shares which, upon giving effect to the Company following such exercise, would cause or (ii) the aggregate number combined voting power of Shares deemed the securities of the Company beneficially owned by the Warrantholder 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 9.9919.99% of the combined voting power of all of the securities of the Company then outstanding Shares following such exercise, unless, in either case, the stockholders of the Company approve the Nasdaq Proposal (as defined by and in accordance with Section 5.11(B) of the Purchase Agreement), in which case, the 19.99% limitation under clause (i) and clause (ii) of this Section 1(e) shall 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 the foregoing provisothis Section 1(e), the aggregate number of Shares shares of Common Stock or voting securities beneficially owned by the Warrantholder 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 shares of Shares Common Stock issuable upon the exercise of this Warrant with respect to which such determination of such proviso is being made, but shall exclude the Shares number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, remaining unexercised Warrants beneficially owned and non-cancelled portion of this Warrant by the Warrantholder Registered Holder and (ii) exercise or conversion of the unexercised unexercised, non-converted or unconverted non-cancelled portion of any other securities of the Company beneficially owned by that do not have voting power (including without limitation any securities of the Warrantholder 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. Except as set forth in herein beneficially owned by the preceding sentence, 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 this Section 2.16, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Warrantholder 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 Warrantholder 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 Warrantholder and not to any other holder of Warrants). For purposes of this Section 2.16, in determining the number of outstanding Shares, the Warrantholder may rely on the number of outstanding Shares as reflected in (x) the Company’s most recent periodic report 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 outstanding. Upon the written request of the Warrantholder, the Company shall use commercially reasonable efforts to within confirm in writing or by electronic mail to the Warrantholder the number of Shares then outstanding within three (3) Business Days after written request by such Warrantholder. 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 Warrantholder since the date as of which such number of outstanding Shares was reported.

Exercise Limitation. Notwithstanding The Company shall not effect any provisions herein exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the contraryextent that after giving effect to the issuance of Warrant Shares after such exercise, from as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and after the time that the Company has ceased to qualify any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange ActAttribution Parties”)), the Warrantholder shall not be entitled to exercise Warrants for a number of Shares would beneficially own in excess of that number of Shares which, upon giving effect to such exercise, would cause the aggregate number of Shares deemed beneficially owned by the Warrantholder to exceed 9.99% of the outstanding Shares following such exerciseBeneficial Ownership Limitation (as defined below). For purposes of the foregoing provisosentence, the aggregate number of Shares beneficially owned by the Warrantholder Holder and its Affiliates and Attribution Parties shall include the number of Shares issuable upon exercise of this Warrant with respect to which such determination of such proviso is being made, but shall exclude the number of Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrants nonexercised portion of this Warrant beneficially owned by the Warrantholder Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company beneficially owned by the Warrantholder subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2.161(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. Notwithstanding To the foregoingextent that the limitation contained in this Section 1(d) applies, the Warrantholder may waive determination of whether this Warrant is exercisable (in relation to other securities owned by the foregoing limitationHolder 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 increase confirm the accuracy of such determination, nor shall the Company be in any way liable to the Holder, any Attribution Party or decrease the foregoing limitation any other Person in any respect of any such determination. In addition, a determination as to any other percentage, by written notice to the Company; provided that a waiver by the Warrantholder “group” status for purpose of this Section 1(d) shall be determined in accordance with Section 13(d) of the foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of Exchange Act and the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period rules and applying only to the Warrantholder and not to any other holder of Warrants)regulations promulgated thereunder. For purposes of this Section 2.161(d), in determining the number of outstanding Shares, the Warrantholder a Holder may rely on the number of outstanding Shares as reflected in (xA) the Company’s most recent periodic or annual report filed with the SEC on Securities and Exchange Commission (the date thereof“SEC”), as the case may be, (yB) a more recent public announcement by the Company or (zC) any other a more recent written notice by the Company or its the transfer agent setting forth the number of Shares outstanding. Upon the written request of the Warrantholdera Holder, the Company shall use commercially reasonable efforts to within two Trading Days confirm in writing or by electronic mail to the Warrantholder Holder the number of Shares then outstanding within three (3) Business Days after written request by such Warrantholderoutstanding. 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 Warrantholder 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 any provisions herein to the contrary, from and after the time that the Company has ceased to qualify as a “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Warrantholder Holder shall not be entitled to exercise Warrants 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 the aggregate number of Shares deemed shares of Common Stock beneficially owned by the Warrantholder Holder to exceed 9.99% of the outstanding Shares shares of the Common Stock following such exercise. For purposes of the foregoing proviso, the aggregate number of Shares shares of Common Stock beneficially owned by the Warrantholder Holder shall include the number of Shares shares of Common Stock issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the Shares shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Warrantholder Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Warrantholder Holder 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 Section 2.162.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Warrantholder 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 Warrantholder 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 Warrantholder Holder and not to any other holder of WarrantsWarrants sold pursuant to the Purchase Agreement). For purposes of this Section 2.162.5, in determining the number of outstanding Sharesshares of Common Stock, the Warrantholder Holder may rely on the number of outstanding Shares shares of Common Stock as reflected in (x) the Company’s most recent periodic 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 shares of Common Stock outstanding. Upon the written request of the WarrantholderHolder, the Company shall use commercially reasonable efforts to within three (3) Business Days confirm in writing or by electronic mail to the Warrantholder Holder the number of Shares shares of Common Stock then outstanding within three (3) Business Days after written request by such Warrantholderoutstanding. In any case, the number of outstanding Shares 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 Holder since the date as of which such number of outstanding Shares 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. 1.5.1 Notwithstanding any provisions herein to other provision, at no time may the contrary, from and after the time Holder exercise this Warrant such that the Company has ceased to qualify as a “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Warrantholder shall not be entitled to exercise Warrants for a number of Warrant Shares in excess of that number of Shares which, upon giving effect to be received pursuant to such exercise, would cause the aggregate number aggregated with all other shares of Shares Common Stock then owned, or deemed beneficially owned owned, by the Warrantholder to exceed Holder and its affiliates, would result in the Holder and its affiliates owning more than 9.99% of the outstanding Shares following such exercise. For purposes of the foregoing proviso, the aggregate number of Shares beneficially owned by the Warrantholder shall include the number of Shares issuable upon exercise of this Warrant with respect to which determination all of such proviso is being made, but shall exclude the Shares which Common Stock as would be issuable upon (i) exercise outstanding on the date of the remainingexercise, unexercised Warrants beneficially owned by the Warrantholder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Warrantholder subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2.16, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoingIn addition, as of any date, the Warrantholder may waive aggregate number of shares of Common Stock into which this Warrant is exercisable within 61 days, together with all other shares of Common Stock then beneficially owned (as such term is defined in Rule 13(d) under the foregoing limitationExchange Act) by Holder and its affiliates, shall not exceed 9.99% of the total outstanding shares of Common Stock as of such date. 1.5.2 Until Stockholder Approval (as defined below) is obtained, or increase or decrease the foregoing limitation to any other percentage, by written notice Holder obtains an opinion of counsel reasonably satisfactory to the Company; provided Company and its counsel that such approval is not required, the Holder shall be prohibited from exercising this Warrant if, as a waiver by the Warrantholder 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 result of such 61 day notice period and applying only exercise, the aggregate number of Warrant Shares issued pursuant to all exercises of this Warrant plus the Warrantholder and not to any other holder aggregate number of WarrantsInvestment Shares issued under the Purchase Agreement would exceed the Cap Amount (as defined below). For purposes If, at any time, the sum of this Section 2.16, in determining (i) the number of outstanding Shares, the Warrantholder may rely on Warrant Shares theretofore issued under this Warrant plus (ii) the number of outstanding Warrant Shares as reflected then issuable upon exercise of this Warrant (without giving effect to any limitation on such exercise contained in this Warrant), plus (xiii) the Company’s most recent periodic report filed with aggregate number of Investment Shares issued under the SEC on Purchase Agreement, exceeds the date thereofCap Amount, (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 outstanding. Upon shall, upon the written request of the WarrantholderHolder, the Company shall hold a meeting of its stockholders within sixty (60) days following such request, and use commercially reasonable its best efforts to within confirm in writing obtain the approval of its stockholders for the transactions described herein and the other Transaction Documents (“Stockholder Approval”). For purposes hereof, “Cap Amount” means 19.99% of the Common Stock outstanding on the Issuance Date (subject to adjustment upon a stock split, stock dividend or by electronic mail to the Warrantholder the number of Shares then outstanding within three (3) Business Days after written request by such Warrantholdersimilar event). In the event that the Holder shall sell or otherwise transfer all or any case, the number portion of outstanding Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Warrantholder since transferee shall be deemed to have been allocated a pro rata share of the date as of which such number of outstanding Shares was reportedCap Amount.

Exercise Limitation. Notwithstanding any provisions herein The Company shall not effect the exercise of this Warrant and the Holder shall not have the right to exercise this Warrant, to the contrary, from and extent that after the time that the Company has ceased to qualify as a “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Warrantholder shall not be entitled to exercise Warrants for a number of Shares in excess of that number of Shares which, upon giving effect to such exercise, the Holder (together with the Holder’s affiliates) would cause beneficially own in excess of 19.99% (the aggregate number of Shares deemed beneficially owned by the Warrantholder to exceed 9.99% “Maximum Percentage”) of the shares of Common Stock outstanding Shares following immediately after giving effect to such exercise. For purposes of the foregoing provisosentence, the aggregate number of Shares shares of Common Stock beneficially owned by the Warrantholder such Holder and its affiliates shall include the number of Shares shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such proviso sentence is being made, but shall exclude the Shares shares of Common Stock which would be issuable upon (ia) exercise of the remaining, unexercised Warrants portion of this Warrant beneficially owned by the Warrantholder such Holder and its affiliates and (iib) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Warrantholder 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 Section 2.16paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act. Notwithstanding the foregoing, the Warrantholder 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 Warrantholder 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 Warrantholder and not to any other holder of Warrants”). For purposes of this Section 2.16Warrant, in determining the number of outstanding Sharesshares of Common Stock, the Warrantholder Holder may rely on the number of outstanding Shares shares of Common Stock as reflected in (x) the Company’s most recent periodic report 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 outstandingshares of Common Stock outstanding (the “Reported Outstanding Share Number”). Upon The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the written request 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 WarrantholderNasdaq 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 use commercially reasonable efforts (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 Warrantholder Holder the number of Shares shares of Common Stock then outstanding within three (3) Business Days after written request by such Warrantholderoutstanding. In any casethe event that the issuance of Warrant Shares to the Holder upon exercise of this Warrant results in the 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 outstanding Shares 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 determined deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after giving effect the issuance of the Excess Shares has been deemed null and void, the Company shall return to the conversion or Holder the exercise price paid by the Holder for the Excess Shares and reinstate the portion of securities this Warrant and equivalent number of Warrant Shares in respect of the Company, including Excess Shares. No prior inability to exercise this Warrant, by Warrant pursuant to this Section 2.5 shall have any effect on the Warrantholder since applicability of the date as provisions of which such number this Section 2.5 with respect to any subsequent determination of outstanding Shares was reportedexercisability.

Exercise Limitation. Notwithstanding The Company shall not effect any provisions herein to the contraryexercise of this Warrant, from and after the time that the Company has ceased to qualify as a “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Warrantholder shall not be entitled have the right to exercise Warrants for a number any portion of Shares in excess of this Warrant, pursuant to Section 3 or otherwise, to the extent that number of 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 the aggregate number of Shares deemed beneficially owned by the Warrantholder to exceed 9.99% own in excess of the outstanding Shares following such exerciseBeneficial Ownership Limitation (as defined below). For purposes of the foregoing provisosentence, the aggregate number of Shares shares of Common Stock beneficially owned by the Warrantholder and its affiliates shall include the number of Shares shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination of such proviso is being made, but shall exclude the Shares number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants nonexercised portion of this Warrant beneficially owned by the Warrantholder or any of its affiliates and (ii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company beneficially owned by the Warrantholder (including, without limitation, any other Common Stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by the Warrantholder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2.163(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding Act and the foregoingrules and regulations promulgated thereunder, the Warrantholder 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 it being acknowledged by the Warrantholder of that the foregoing limitation or a request to increase such limitation requires Company is 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 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 other holder group status as contemplated above shall be determined in accordance with Section 13(d) of Warrants)the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.163(d), in determining the number of outstanding Sharesshares of Common Stock, the a Warrantholder may rely on the number of outstanding Shares shares of Common Stock as reflected in (xA) the Company’s most recent periodic or annual report filed with the SEC on Commission, as the date thereofcase may be, (yB) a more recent public announcement by the Company or (zC) any other a more recent written notice by the Company or its the transfer agent setting forth the number of Shares shares of Common Stock outstanding. Upon the written or oral request of the a Warrantholder, the Company shall use commercially reasonable efforts to within two (2) business days confirm orally and in writing or by electronic mail to the Warrantholder the number of Shares shares of Common Stock then outstanding within three (3) Business Days after written request by such Warrantholderoutstanding. In any case, the number of outstanding Shares 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 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 any provisions herein to the contrary, from and after the time that the Company has ceased to qualify as a “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Warrantholder Holder shall not be entitled to exercise Warrants 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 the aggregate number of Ordinary Shares deemed beneficially owned by the Warrantholder Holder to exceed 9.99% of the outstanding Ordinary Shares following such exercise. For purposes of the foregoing proviso, the aggregate number of Ordinary Shares beneficially owned by the Warrantholder Holder shall include the number of Ordinary Shares issuable upon exercise of this Warrant with respect to which determination of such proviso is being made, but shall exclude the Ordinary Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Warrantholder Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Warrantholder Holder 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 Section 2.162.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Warrantholder 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 Warrantholder 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 Warrantholder Holder and not to any other holder of WarrantsWarrants sold pursuant to the Purchase Agreement). For purposes of this Section 2.162.5, in determining the number of outstanding Ordinary Shares, the Warrantholder Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent periodic 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 WarrantholderHolder, the Company shall use commercially reasonable efforts to within three (3) Business Days confirm in writing or by electronic mail to the Warrantholder Holder the number of Ordinary Shares then outstanding within three (3) Business Days after written request by such Warrantholderoutstanding. 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 Warrantholder Holder since the date as of which such number of outstanding Ordinary Shares was reported.

Exercise Limitation. Notwithstanding any provisions herein anything to the contrarycontrary contained herein, from and after the time that the Company has ceased shall not effect any exercise of this Warrant and the Registered Holder shall not be entitled to qualify as exercise this Warrant for a “foreign private issuer” number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause (as that term is defined in i) the U.S. aggregate number of shares of Common Stock 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), to exceed 19.99% of the Warrantholder shall not be entitled to exercise Warrants for a total number of Shares in excess issued and outstanding shares of that number Common Stock of Shares which, upon giving effect to the Company following such exercise, would cause or (ii) the aggregate number combined voting power of Shares deemed the securities of the Company beneficially owned by the Warrantholder 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 9.9919.99% of the combined voting power of all of the securities of the Company then outstanding Shares following such exercise, unless, in either case, the stockholders of the Company approve the Nasdaq 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 19.99% limitation under clause (i) and clause (ii) of this Section 1(e) shall 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 the foregoing provisothis Section 1(e), the aggregate number of Shares shares of Common Stock or voting securities beneficially owned by the Warrantholder 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 shares of Shares Common Stock issuable upon the exercise of this Warrant with respect to which such determination of such proviso is being made, but shall exclude the Shares number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, remaining unexercised Warrants beneficially owned and non-cancelled portion of this Warrant by the Warrantholder Registered Holder and (ii) exercise or conversion of the unexercised unexercised, non-converted or unconverted non-cancelled portion of any other securities of the Company beneficially owned by that do not have voting power (including without limitation any securities of the Warrantholder 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. Except as set forth in herein beneficially owned by the preceding sentence, 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 this Section 2.16, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Notwithstanding the foregoing, the Warrantholder 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 Warrantholder 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 Warrantholder and not to any other holder of Warrants). For purposes of this Section 2.16, in determining the number of outstanding Shares, the Warrantholder may rely on the number of outstanding Shares as reflected in (x) the Company’s most recent periodic report 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 outstanding. Upon the written request of the Warrantholder, the Company shall use commercially reasonable efforts to within confirm in writing or by electronic mail to the Warrantholder the number of Shares then outstanding within three (3) Business Days after written request by such Warrantholder. 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 Warrantholder since the date as of which such number of outstanding Shares was reported.”

Exercise Limitation. Notwithstanding any provisions herein anything in this Agreement or the Warrant Certificates to the contrary, from and a holder shall not have the right to exercise any portion of Warrants, 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 time that Securities Act of 1933, as amended) would beneficially own in excess of 9.99% of the common stock, par value $0.001 per share, of the Company has ceased (the “Common Stock”) outstanding immediately after giving effect to qualify such issuance, unless the 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 a “foreign private issuer” (as that term is defined in Rule 405 under the U.S. 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 such Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of a Warrant if the Warrant is exercisable for shares of Common Stock with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (a) exercise of the remaining, non-exercised portion of a Warrant beneficially owned by such holder or any of its affiliates and (b) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other shares of Common Stock or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such holder or any of its affiliates. Except as set forth in the 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 Warrantholder shall Company is not be entitled to exercise Warrants for a number of Shares in excess of that number of Shares which, upon giving effect representing to such exercise, would cause the aggregate number of Shares deemed beneficially owned by the Warrantholder to exceed 9.99% of the outstanding Shares following holder that such exercise. For purposes of the foregoing proviso, the aggregate number of Shares beneficially owned by the Warrantholder shall include the number of Shares issuable upon exercise of this Warrant with respect to which determination of such proviso calculation is being made, but shall exclude the Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Warrantholder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Warrantholder subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2.16, beneficial ownership shall be calculated in accordance 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. Notwithstanding To the foregoingextent that the limitation contained in this Section applies, the Warrantholder may waive 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 foregoing 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 increase or decrease confirm the foregoing limitation to any other percentage, by written notice to the Company; provided that a waiver by the Warrantholder 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 accuracy of such 61 day notice period and applying only to the Warrantholder and not to any other holder of Warrants)determination. For purposes of this Section 2.16Section, in determining the number of outstanding Sharesshares of Common Stock, the Warrantholder a holder may rely on the number of outstanding Shares shares of Common Stock as reflected in (x) the Company’s most recent periodic report 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 thereofSecurities and Exchange Commission, (y) a more recent public announcement by the Company or (z) any other notice by the Company or its the Company’s transfer agent setting forth the number of Shares shares of Common Stock outstanding. Upon the written request of the Warrantholder, the Company shall use commercially reasonable efforts to within confirm in writing or by electronic mail to the Warrantholder the number of Shares then outstanding within three (3) Business Days after written request by such Warrantholder. In any case, the number of outstanding Shares shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrantthe Warrants to be exercised, by the Warrantholder such holder or its affiliates since the date as of which such number of outstanding Shares shares of Common Stock was reported.]

Exercise Limitation. Notwithstanding The Company shall not effect any provisions herein exercise of this Warrant, and Holder shall not have the right to exercise any portion of this Warrant pursuant to Section 1 or otherwise, to the contraryextent that after giving effect to such issuance after exercise as set forth on the Notice of Exercise, from Holder (together with Holder’s affiliates and after the time that the Company has ceased to qualify any other persons acting as a group together with Holder or any of Holder’s affiliates (such persons, “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange ActAttribution Parties”)), the Warrantholder shall not be entitled to exercise Warrants for a number of Shares would beneficially own in excess of that number of Shares which, upon giving effect to such exercise, would cause the aggregate number of Shares deemed beneficially owned by the Warrantholder to exceed 9.99% of the outstanding Shares following such exerciseBeneficial Ownership Limitation (as defined below). For purposes of the foregoing provisosentence, the aggregate number of Shares shares of the Class beneficially owned by the Warrantholder Hxxxxx, together with its Attribution Parties, shall include the number of Shares shares of the Class that would be issuable upon exercise of this Warrant with respect to which such determination of such proviso is being made, but shall exclude the Shares number of shares of the Class which would be are issuable upon (i) exercise of the remaining, unexercised Warrants nonexercised portion of this Warrant beneficially owned by the Warrantholder Holder, together with its Attribution Parties, and (ii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company beneficially owned by the Warrantholder subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by Holder, together with its Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2.162.5, 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. Notwithstanding To the foregoingextent that the limitation contained in this Section 2.5 applies, the Warrantholder may waive 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 foregoing limitationsole 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 increase or decrease confirm the foregoing limitation accuracy of such determination. In addition, a determination as to any other percentage, by written notice to the Company; provided that a waiver by the Warrantholder group status as contemplated above shall be determined in accordance with Section 13(d) of the foregoing limitation or a request to increase such limitation requires not less than 61 days prior written notice (with such waiver of Exchange Act and the foregoing limitation or request to increase such limitation taking effect only upon the expiration of such 61 day notice period rules and applying only to the Warrantholder and not to any other holder of Warrants)regulations promulgated thereunder. For purposes of this Section 2.162.5, in determining the number of outstanding shares of the Class (including shares represented by American Depositary Shares), the Warrantholder Holder may rely on the number of outstanding Shares shares of the Class (including shares represented by American Depositary Shares) as reflected in (xA) the Company’s most recent periodic or annual report filed with the SEC on US Securities and Exchange Commission, as the date thereofcase may be, (yB) a more recent public announcement by the Company or (zC) any other a more recent written notice by the Company or its transfer agent setting forth the number of Shares shares of the Class outstanding. Upon the written or oral request of the WarrantholderHxxxxx, the Company shall use commercially reasonable efforts to within two (2) Business Days confirm orally and in writing or by electronic mail to the Warrantholder Holder the number of Shares shares of the Class then outstanding within three (3) Business Days after written request by such Warrantholderoutstanding. In any case, the number of outstanding Shares 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 the Warrantholder Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Shares 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 any provisions herein The Company shall not effect the exercise of this Warrant and the Holder shall not have the right to exercise this Warrant, to the contrary, from and extent that after the time that the Company has ceased to qualify as a “foreign private issuer” (as that term is defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Warrantholder shall not be entitled to exercise Warrants for a number of Shares in excess of that number of Shares which, upon giving effect to such exercise, the Holder (together with the Holder’s affiliates) would cause beneficially own in excess of 19.99% (the aggregate number of Shares deemed beneficially owned by the Warrantholder to exceed 9.99% “Maximum Percentage”) of the shares of Common Stock outstanding Shares following immediately after giving effect to such exercise. For purposes of the foregoing provisosentence, the aggregate number of Shares shares of Common Stock beneficially owned by the Warrantholder such Holder and its affiliates shall include the number of Shares shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such proviso sentence is being made, but shall exclude the Shares shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrants portion of this Warrant beneficially owned by the Warrantholder such Holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Warrantholder 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 Section 2.16paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act. Notwithstanding the foregoing, the Warrantholder 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 Warrantholder 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 Warrantholder and not to any other holder of Warrants”). For purposes of this Section 2.16Warrant, in determining the number of outstanding Sharesshares of Common Stock, the Warrantholder Holder may rely on the number of outstanding Shares shares of Common Stock as reflected in (x) the Company’s most recent periodic report 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 shares of Common Stock outstanding. Upon the written request of the WarrantholderHolder, the Company shall use commercially reasonable efforts to within three trading days confirm in writing or by electronic mail to the Warrantholder Holder the number of Shares shares of Common Stock then outstanding within three (3) Business Days after written request by such Warrantholderoutstanding. In any case, the number of outstanding Shares 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 Holder since the date as of which such number of outstanding Shares 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) any such increase will not be effective until the sixty-fifth (65st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. 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 stockholder approval rules of The NASDAQ Global Market or any similar rule of any stock exchange on which the Common Stock is listed at the relevant time. In accordance with such listing standards, this restriction will apply at any time when the Warrant is outstanding, 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 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 shareholders of the Company), (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 by take-over bid or similar transaction.