Common use of Exercise Limitation Clause in Contracts

Exercise Limitation. (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon exercise pursuant to the terms hereof shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by such Holder (other than by virtue of the ownership of securities or rights to acquire securities (including the Warrant Shares) that have limitations on the Holder's right to convert, exercise or purchase similar to the limitation set forth herein), together with all shares of Common Stock deemed beneficially owned (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) by the Holder's "affiliates" (as defined in Rule 144 of the Securities Act) ("AGGREGATION PARTIES") that would be aggregated for purposes of determining whether a group under Section 13(d) of the Exchange Act, exists, would exceed 9.9% of the total issued and outstanding shares of the Common Stock (the "RESTRICTED OWNERSHIP PERCENTAGE"). Each Holder shall have the right (x) at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company and (y) (subject to waiver) at any time and from time to time, to increase its Restricted Ownership Percentage immediately in the event of the announcement as pending or planned, of a Change in Control Transaction. The Company shall have no liability for issuing Warrant Shares in violation hereof if the Holder fails to advise the Company in writing prior to such issuance (which may be in the Notice of Exercise) that upon such issuance the Restricted Ownership Percentage will be exceeded. (b) The Holder covenants at all times on each day (each such day being referred to as a "COVENANT DAY") as follows: During the balance of such Covenant Day and the succeeding sixty-one (61) days (the balance of such Covenant Day and the succeeding 61 days being referred to as the "COVENANT PERIOD") such Holder will not acquire shares of Common Stock pursuant to any right (including exercise of Warrants) existing at the commencement of the Covenant Period to the extent the number of shares so acquired by such Holder and its Aggregation Parties (ignoring all dispositions) would exceed: (i) the Restricted Ownership Percentage of the total number of shares of Common Stock outstanding at the commencement of the Covenant Period, MINUS (ii) the number of shares of Common Stock actually owned by such Holder and its Aggregation Parties at the commencement of the Covenant Period. A new and independent covenant will be deemed to be given by the Holder as of each moment of each Covenant Day. No covenant will terminate, diminish or modify any other covenant. The Holder agrees to comply with each such covenant. This Section 18 controls in the case of any conflict with any other provision of the Purchase Agreement or any agreement entered into in connection therewith. The Company's obligation to issue Common Stock which would exceed such limits referred to in this Section 18 shall be suspended to the extent necessary until such time, if any, as shares of Common Stock may be issued in compliance with such restrictions. (c) Notwithstanding anything contained herein, in no event shall the Company issue shares of Common Stock hereunder to the extent that the total number of shares issued or deemed issued to the Holder under the Purchase Agreement would exceed 19.9% of the Company's issued and outstanding shares of Common Stock on the date of issuance hereof, unless otherwise approved by the Company's shareholders. Instead, the Company shall redeem this Warrant to the extent necessary at such consideration required to place the Holder in the same economic position they would have been if not for such limitation or as otherwise provided under the Purchase Agreement.

Exercise Limitation. (a) Notwithstanding anything to the contrary contained herein, the Company shall not effect any issuance upon exercise of this Warrant, and Warrant Holder shall not have the right to exercise any portion of this Warrant, in each case, to the extent that, after giving effect to such issuance, Warrant Holder (or any of Warrant Holder’s affiliates or any persons or entities acting as a group together with Warrant Holder or any of Warrant Holder’s affiliates (such persons or entities, the “Attribution Parties”)) would beneficially own in excess of any then applicable Beneficial Ownership Limitation (provided, that Warrant Holder shall be entitled to exercise this Warrant in part subject to the then applicable Beneficial Ownership Limitations). For purposes of the foregoing sentence, the number of shares of Common Stock that may be acquired beneficially owned by Warrant Holder and the Holder upon exercise pursuant to Attribution Parties shall exclude the terms hereof shall not exceed a number that, when added to the total number of shares of Common Stock deemed which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such Warrant Holder or any the Attribution Parties the exercise of which is restricted by this Section 3 and (other than by virtue ii) exercise or conversion of the ownership unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or rights to acquire securities (including the Warrant Shares) that have limitations on the Holder's right to convert, exercise or purchase similar analogous to the limitation contained herein beneficially owned by Warrant Holder or any of the Attribution Parties. Except as set forth herein)in the preceding sentence, together with all shares of Common Stock deemed beneficially owned (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) by the Holder's "affiliates" (as defined in Rule 144 of the Securities Act) ("AGGREGATION PARTIES") that would be aggregated for purposes of determining whether a group under this Section 3, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the rules and regulations promulgated thereunder. For purposes of this Warrant, exists, would exceed 9.9% in determining the number of the total issued and outstanding shares of Common Stock, Warrant Holder may rely on the Common Stock (the "RESTRICTED OWNERSHIP PERCENTAGE"). Each Holder shall have the right (x) at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company and (y) (subject to waiver) at any time and from time to time, to increase its Restricted Ownership Percentage immediately in the event number of the announcement as pending or planned, of a Change in Control Transaction. The Company shall have no liability for issuing Warrant Shares in violation hereof if the Holder fails to advise the Company in writing prior to such issuance (which may be in the Notice of Exercise) that upon such issuance the Restricted Ownership Percentage will be exceeded. (b) The Holder covenants at all times on each day (each such day being referred to as a "COVENANT DAY") as follows: During the balance of such Covenant Day and the succeeding sixty-one (61) days (the balance of such Covenant Day and the succeeding 61 days being referred to as the "COVENANT PERIOD") such Holder will not acquire outstanding shares of Common Stock pursuant to any right (including exercise of Warrants) existing at as stated in the commencement most recent of the Covenant Period to following: (i) the extent Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission (the “SEC”), as the case may be; (ii) a more recent public announcement by the Company; or (iii) a more recent written notice by the Company setting forth the number of shares so acquired by such of Common Stock outstanding. Upon the written or oral request of Warrant Holder, the Company shall within two (2) days confirm orally and in writing to Warrant Holder and its Aggregation Parties (ignoring all dispositions) would exceed: (i) the Restricted Ownership Percentage number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the total Company, including this Warrant, by Warrant Holder or the Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. For purposes hereof, the “4.99% Ownership Limitation” shall mean, as of any date of determination, 4.99% of the number of shares of Common Stock outstanding at as of such date plus, to the commencement extent not included therein, shares of Common Stock beneficially owned by Warrant Holder and the Covenant PeriodAttribution Parties and “9.99% Ownership Limitation” shall mean, MINUS (ii) as of any date of determination, 9.99% of the number of shares of Common Stock actually owned by such Holder and its Aggregation Parties at the commencement of the Covenant Period. A new and independent covenant will be deemed to be given by the Holder outstanding as of each moment of each Covenant Day. No covenant will terminatesuch date plus, diminish or modify any other covenant. The Holder agrees to comply with each such covenant. This Section 18 controls in the case of any conflict with any other provision of the Purchase Agreement or any agreement entered into in connection therewith. The Company's obligation to issue Common Stock which would exceed such limits referred to in this Section 18 shall be suspended to the extent necessary until such timenot included therein, if any, as shares of Common Stock may be issued in compliance with such restrictions. beneficially owned by Warrant Holder and the Attribution Parties (c) Notwithstanding anything contained hereineach, in no event shall the Company issue shares of Common Stock hereunder 4.99% Ownership Limitation and the 9.99% Ownership Limitation, a “Beneficial Ownership Limitation”. Warrant Holder may, upon written notice to the extent Company, waive either or both Beneficial Ownership Limitations applicable to this Warrant provided that such waiver shall not be effective until the total number of shares issued or deemed issued 75th day following the date such notice is delivered to the Holder under Company. In the Purchase Agreement would exceed 19.9% of the Company's issued and outstanding shares of Common Stock on the date of issuance hereof, unless otherwise approved by the Company's shareholders. Instead, the Company event that both Beneficial Ownership Limitations shall redeem this Warrant to the extent necessary at such consideration required to place the Holder in the same economic position they would have been if not for waived and such limitation or as otherwise provided under the Purchase Agreementwaivers shall have become effective, this Section 3 shall terminate and be of no further force and effect.

Exercise Limitation. The Company shall not effect the exercise of this Warrant and the Holder shall not have the right to exercise this Warrant, (aA) Notwithstanding anything to the contrary contained hereinextent that after giving effect to such exercise, the Holder (together with the Holder’s Affiliates) would beneficially own in excess of 19.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding and/or the then combined voting power of all of the Company’s voting securities immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”) and (B) if at the time of such exercise, such exercise would violate, or would result in a violation by the Company of, any Nasdaq Stock Market Rule (and any successor to the Nasdaq Stock Market and any other trading market on which the Common Stock is listed), including, without limitation, Nasdaq Stock Market Rule 5635(b) relating to a change of control and Nasdaq Stock Market Rule 5635(d) relating to private issuances; provided, that, with respect to clause (A) above, the Beneficial Ownership Limitation shall not apply in the event that the Company obtains Stockholder Approval for a change of control with respect to the Holder and such Stockholder Approval remains valid pursuant to Nasdaq and such exercise otherwise satisfies the requirements of Nasdaq Stock Market Rule 5635 with respect to issuances of shares of Common Stock upon exercise of this Warrant or any other warrant held by the Holder. If, on the last Business Day of the Exercise Period, the Holder cannot exercise this Warrant in full because (i) such exercise would cause the Holder to exceed the Beneficial Ownership Limitation and (ii) Stockholder Approval has not been obtained for such exercise, the Exercise Period shall automatically, and without any further action of the parties, be extended to March [__], 2043. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock that may be acquired by the Holder issuable upon exercise pursuant of this Warrant with respect to which the terms hereof determination of such sentence is being made, but shall not exceed a number that, when added to the total number of exclude shares of Common Stock deemed which would be issuable upon (a) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its Affiliates and (other than by virtue b) exercise or conversion of the ownership unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates (including, without limitation, any convertible notes or rights convertible preferred stock or warrants) subject to acquire securities (including the Warrant Shares) that have limitations a limitation on the Holder's right to convert, conversion or exercise or purchase similar analogous to the limitation contained herein. Except as set forth herein)in the preceding sentence, together with all shares of Common Stock deemed beneficially owned (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) by the Holder's "affiliates" (as defined in Rule 144 of the Securities Act) ("AGGREGATION PARTIES") that would be aggregated for purposes of determining whether a group under this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Warrant, exists, would exceed 9.9% in determining the number of the total issued and outstanding shares of the Common Stock (the "RESTRICTED OWNERSHIP PERCENTAGE"). Each Holder shall have the right (x) at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company and (y) (subject to waiver) at any time and from time to timeStock, to increase its Restricted Ownership Percentage immediately in the event of the announcement as pending or planned, of a Change in Control Transaction. The Company shall have no liability for issuing Warrant Shares in violation hereof if the Holder fails to advise may rely on the Company in writing prior to such issuance (which may be in the Notice number of Exercise) that upon such issuance the Restricted Ownership Percentage will be exceeded. (b) The Holder covenants at all times on each day (each such day being referred to as a "COVENANT DAY") as follows: During the balance of such Covenant Day and the succeeding sixty-one (61) days (the balance of such Covenant Day and the succeeding 61 days being referred to as the "COVENANT PERIOD") such Holder will not acquire outstanding shares of Common Stock pursuant to any right as reflected in (including exercise of Warrants) existing at the commencement of the Covenant Period to the extent the number of shares so acquired by such Holder and its Aggregation Parties (ignoring all dispositions) would exceed: (ix) the Restricted Ownership Percentage of Company’s most recent Form 10-Q or Form 10-K, as the total number of shares of Common Stock outstanding at case may be, filed with the commencement of SEC on the Covenant Perioddate thereof, MINUS (iiy) a more recent public announcement by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock actually owned by outstanding. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-fifth (65th) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and its Aggregation Parties at 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 commencement 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 Nasdaq. Notwithstanding any of the Covenant Period. A new and independent covenant will limitations set forth in this paragraph, this Warrant shall be deemed to fully exercisable in connection with a Liquidation Event (as defined below); provided further that this sentence shall not be given by the Holder as of each moment of each Covenant Day. No covenant will terminate, diminish or modify any other covenant. The Holder agrees to comply with each such covenant. This Section 18 controls in the case of any conflict with any other provision of the Purchase Agreement or any agreement entered into in connection therewith. The Company's obligation to issue Common Stock which would exceed such limits referred to in this Section 18 shall be suspended effect to the extent necessary until such time, if any, as shares it could conflict with the rules of Nasdaq or any similar rule of any stock exchange on which the Common Stock may be issued in compliance is listed at the relevant time. In accordance with such restrictions. 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 Nasdaq. 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, or (c) Notwithstanding anything contained herein, in no event shall the Company issue shares acquisition of Common Stock hereunder to the extent that the total number of shares issued or deemed issued to the Holder under the Purchase Agreement would exceed 19.9% all of the Company's issued and outstanding shares of Common Stock on the date of issuance hereof, unless otherwise approved by the Company's shareholders. Instead, the Company shall redeem this Warrant to the extent necessary at such consideration required to place the Holder in the same economic position they would have been if not for such limitation by a single stockholder and its Affiliates as a result of a tender offer or as otherwise provided under the Purchase Agreementsimilar transaction.

Exercise Limitation. (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon exercise pursuant to the terms hereof shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by such Holder (other than by virtue of the ownership of securities or rights to acquire securities (including the Warrant Shares) that have limitations on the Holder's right to convert, exercise or purchase similar to the limitation set forth herein), together with all shares of Common Stock deemed beneficially owned (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) by the Holder's "affiliates" (as defined in Rule 144 of the Securities Act) ("AGGREGATION PARTIESAggregation Parties") that would be aggregated for purposes of determining whether a group under Section 13(d) of the Exchange Act, exists, would exceed 9.9% of the total issued and outstanding shares of the Common Stock (the "RESTRICTED OWNERSHIP PERCENTAGERestricted Ownership Percentage"). Each Holder shall have the right (x) at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company and (y) (subject to waiver) at any time and from time to time, to increase its Restricted Ownership Percentage immediately in the event of the announcement as pending or planned, of a Change in Control Transaction. The Company shall have no liability for issuing Warrant Shares in violation hereof if the Holder fails to advise the Company in writing prior to such issuance (which may be in the Notice of Exercise) that upon such issuance the Restricted Ownership Percentage will be exceeded. (b) The Holder covenants at all times on each day (each such day being referred to as a "COVENANT DAYCovenant Day") as follows: During the balance of such Covenant Day and the succeeding sixty-one (61) days (the balance of such Covenant Day and the succeeding 61 days being referred to as the "COVENANT PERIODCovenant Period") such Holder will not acquire shares of Common Stock pursuant to any right (including exercise of Warrants) existing at the commencement of the Covenant Period to the extent the number of shares so acquired by such Holder and its Aggregation Parties (ignoring all dispositions) would exceed: (i) the Restricted Ownership Percentage of the total number of shares of Common Stock outstanding at the commencement of the Covenant Period, MINUSminus (ii) the number of shares of Common Stock actually owned by such Holder and its Aggregation Parties at the commencement of the Covenant Period. A new and independent covenant will be deemed to be given by the Holder as of each moment of each Covenant Day. No covenant will terminate, diminish or modify any other covenant. The Holder agrees to comply with each such covenant. This Section 18 controls in the case of any conflict with any other provision of the Purchase Agreement or any agreement entered into in connection therewith. The Company's obligation to issue Common Stock which would exceed such limits referred to in this Section 18 shall be suspended to the extent necessary until such time, if any, as shares of Common Stock may be issued in compliance with such restrictions. (c) Notwithstanding anything contained herein, in no event shall the Company issue shares of Common Stock hereunder to the extent that the total number of shares issued or deemed issued to the Holder under the Purchase Agreement would exceed 19.9% of the Company's issued and outstanding shares of Common Stock on the date of issuance hereof, unless otherwise approved by the Company's shareholders. Instead, the Company shall redeem this Warrant to the extent necessary at such consideration required to place the Holder in the same economic position they would have been if not for such limitation or as otherwise provided under the Purchase Agreement.