Common use of Holder’s Exercise Limitations Clause in Contracts

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Purchase Warrant, and a Holder shall not have the right to exercise any portion of this Purchase Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates, and any other persons acting as a group together with the Holder or any of the Holder’s affiliates (such persons, the “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of the Company’s common stock beneficially owned by the Holder and its affiliates and Attribution Parties shall include the number of shares of the Company’s common stock issuable upon exercise of this Purchase Warrant with respect to which such determination is being made. Except as set forth in the preceding sentence, for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.5 applies, the determination of whether this Purchase 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 Purchase Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Purchase 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 Purchase Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.5, in determining the number of outstanding shares of the Company’s common stock, the Holder may rely on the number of outstanding shares of common stock as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number of shares of common stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) trading day confirm orally and in writing to the Holder the number of shares of common stock then outstanding. In any case, the number of outstanding shares of the Company’s common stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Purchase Warrant, by the Holder or its affiliates or Attribution Parties since the date as of which such number of outstanding shares of the Company’s common stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of this Purchase Warrant. The 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 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of this Purchase Warrant held by the 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.5 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 Purchase Warrant.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Purchase Warrant, and a Holder shall not have the right to exercise any portion of this Purchase Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliatesAffiliates, and any other persons Persons acting as a group together with the Holder or any of the Holder’s affiliates (such persons, the “Attribution Parties”)Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of the Company’s common stock beneficially owned by the Holder and its affiliates and Attribution Parties shall include the number of shares of the Company’s common stock issuable upon exercise of this Purchase Warrant with respect to which such determination is being made. Except as set forth in the preceding sentence, for purposes of this Section 2.52(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.5 2(e) applies, the determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates and Attribution PartiesAffiliates) and of which portion of this Purchase Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates and Attribution PartiesAffiliates) and of which portion of this Purchase Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.52(e), in determining the number of outstanding shares of the Company’s common stockCommon Shares, the a Holder may rely on the number of outstanding shares of common stock Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its the Company’s transfer agent setting forth the number of shares of common stock Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) trading day two Trading Days confirm orally and in writing to the Holder the number of shares of common stock Common Shares then outstanding. In any case, the number of outstanding shares of the Company’s common stock Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Purchase Warrant, by the Holder or its affiliates or Attribution Parties Affiliates since the date as of which such number of outstanding shares of the Company’s common stock Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.999.99% of the number of shares of the Company’s common stock Common Shares outstanding immediately after giving effect to the issuance of shares of common stock Common Shares issuable upon exercise of this Purchase Warrantall warrants held by the Holder. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.52(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Company’s common stock Common Shares outstanding immediately after giving effect to the issuance of shares of common stock Common Shares upon exercise of this Purchase Warrant all warrants held by the Holder and the provisions of this Section 2.5 2(e) 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 2.5 2(e) 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 Purchase Warrant.

Holder’s Exercise Limitations. The Company shall Holder acknowledges and agrees that it may not effect any exercise of this Purchase Warrant, and a Holder this Warrant shall be deemed to not have the right to exercise any portion of this Purchase Warrant, pursuant to this Section 2 or otherwisebe exercisable, to the extent that after giving effect if such Warrant were exercisable, then the Financing Agreement Threshold (defined below) would be met or exceeded; provided that, if the Holder and/or its affiliates hold multiple warrants subject to such issuance after exercise as a substantially similar restriction based on the Financing Agreement Threshold, this restriction shall apply first to any warrants held by the Holder and/or its Affiliates, originally issued on or about the date hereof or on November 4, 2021 and on substantially similar terms, with an Exercise Price equal to $20.00 per share, and then, solely to the extent necessary, to any warrants held by the Holder and/or its Affiliates, originally issued on or about the date hereof or on November 4, 2021 and on substantially similar terms, with an Exercise Price equal to $18.00 per share, and then to any warrants held by the Holder and/or its Affiliates, originally issued on or about the date hereof or on November 4, 2021 and on substantially similar terms, with an Exercise Price equal to $15.00 per share. The limitation on exercisability set forth on in this Section 2(e) shall apply until the applicable Notice date that is 61 days after the Financing Agreement is terminated and all amounts thereunder are fully paid and discharged or such earlier date as any required consent or waiver under the Financing Agreement is obtained. The Company may instruct its transfer agent or warrant agent, as applicable, to apply restrictive legends or similar restrictions to enforce this Section 2(e). For the purposes of Exercisethis Warrant, “Financing Agreement Threshold” shall mean the acquisition of any securities of the Company by the Holder (together with the Holder’s affiliates, and any other persons acting as a group together with which would result in the Holder or any “group” (within the meaning of the Holder’s affiliates (such persons, the “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of the Company’s common stock beneficially owned by the Holder and its affiliates and Attribution Parties shall include the number of shares of the Company’s common stock issuable upon exercise of this Purchase Warrant with respect to which such determination is being made. Except as set forth in the preceding sentence, for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (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(d13(d)(3) of the Exchange Act and Act) of which the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.5 applies, the determination of whether this Purchase Warrant is exercisable a member owning more than thirty-three percent (in relation to other securities owned by the Holder together with any affiliates and Attribution Parties) and of which portion of this Purchase Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Purchase 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 Purchase Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d33%) of the Exchange Act and aggregate outstanding voting power of the rules and regulations promulgated thereunder. For purposes of this Section 2.5, Equity Interests (as defined in determining the number of outstanding shares Financing Agreement) of the Company’s common stock, the Holder may rely on the number of outstanding shares of common stock as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number of shares of common stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) trading day confirm orally and in writing to the Holder the number of shares of common stock then outstanding. In any case, the number of outstanding shares of the Company’s common stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Purchase Warrant, by the Holder or its affiliates or Attribution Parties since the date as of which such number of outstanding shares of the Company’s common stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of this Purchase Warrant. The 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 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of this Purchase Warrant held by the 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.5 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 Purchase Warrant.

Holder’s Exercise Limitations. The Unless otherwise agreed in writing by both the Company and the Holder, the Company shall not effect effectuate any exercise of this Purchase a Warrant, and a Holder shall not have the any right to exercise any portion of this Purchase a Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the would result in such Holder (together with the such Holder’s affiliates, Affiliates and any other persons Persons acting as a group together with the such Holder or any of the such Holder’s affiliates Affiliates, in each case, to the extent that such Affiliates and persons acting as a group are required to aggregate their beneficial ownership of Common Stock for purposes of the Relevant Section of the Exchange Act (such persons, the “Attribution Parties”)), would ) beneficially own in excess owning more than the percentage of Common Stock outstanding set forth on Schedule A attached hereto opposite the name of such Holder (or for the Affiliate of such Holder that elected such Holder receive Warrants) as its “Initial Beneficial Ownership Limitation Limitation” (as defined belowsubject to adjustment under this Section 4.11, such Holder’s “Beneficial Ownership Limitation”). For purposes of the foregoing sentence, the number of shares of the Company’s common stock beneficially owned by the Holder and its affiliates and Attribution Parties shall include the number of shares of the Company’s common stock issuable upon exercise of this Purchase Warrant with respect to which such determination is being made. Except as set forth in the preceding sentence, for purposes of this Section 2.54.11, beneficial ownership (i) the determination of any “group” status shall be calculated made in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, and (ii) the determination of “beneficial ownership” shall be made (a) in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, if a Holder’s Beneficial Ownership Limitation is less than 5%, or (b) in accordance with the determination of whether a person is a beneficial owner of more than 10% of the Common Stock outstanding for purposes of determining if such person is subject to Section 16 of the Exchange Act, as determined in accordance with Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, if a Holder’s Beneficial Ownership Limitation is 5% or more (the applicable Section of the Exchange Act being referred to herein as the “Relevant Section”) (it being acknowledged and understood by the Holder that the Company is not representing to the Holder that such calculation is in compliance with the Relevant Section 13(d) of the Exchange Act and that the Holder is solely responsible for the preparation of any schedules required to be filed in accordance therewith). To the extent that the limitation limitations contained in this Section 2.5 applies4.11 apply to a Holder, the determination of whether this Purchase Warrant any Warrants are exercisable, and the portion thereof that is exercisable (in relation to other securities owned by such Holder and such Holder’s Attribution Parties, shall be calculated by the Holder together with any affiliates and Attribution Parties) and of which portion of this Purchase Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s a determination of whether this Purchase Warrant is exercisable (by such Holder in relation to other securities owned by such Holder and such Holder’s Attribution Parties that the Warrants set forth in the applicable Notice of Exercise are exercisable. Upon receipt of a Notice of Exercise, the Company shall independently confirm whether the exercise of any Warrant set forth in a Notice of Exercise by a Holder would result in the violation by such Holder of its applicable Beneficial Ownership Limitation and, if so, shall instruct the Holder together with of such violation and shall not effectuate any affiliates and exercise of any portion of any Warrant that would result in such violation for the Holder. In making such determination, the Company shall be able to rely for all purposes on the information in a Notice of Exercise as such Holder’s total beneficial ownership, inclusive of Attribution Parties) . The Warrant Agent shall not be required to independently confirm whether any exercise of any Warrant set forth in a Notice of Exercise by a Holder would result in the violation by such Holder of its applicable Beneficial Ownership Limitation and the Warrant Agent shall instead be able to rely for all purposes on the determination made by the Company in accordance with the foregoing. In the event that the issuance of which portion shares of this Purchase Warrant is exercisableCommon Stock to the Holder upon exercise of any Warrants results in the Holder being deemed to beneficially own, in each case subject to the aggregate, more than the Holder’s Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.5, in determining the number of outstanding shares of the Company’s common stock, the Holder may rely on the number of outstanding shares of common stock as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number of shares of common stock outstandingso issued by which the Holder’s aggregate beneficial ownership exceeds the Holder’s Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon the written or oral request of a Holder, the Company shall within one two (12) trading day Business Days confirm orally and in writing to the such Holder the number of shares of common stock Common Stock then outstanding. In any case, the number of outstanding shares of the Company’s common stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Purchase Warrant, by the Holder or its affiliates or Attribution Parties since the date as of which such number of outstanding shares of the Company’s common stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of this Purchase Warrant. The A Holder, upon notice to the Company, may increase or decrease the its Beneficial Ownership Limitation provisions of this Section 2.5Limitation, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Company’s common stock Common Stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of this Purchase Warrant held by the Holder and the provisions of this Section 2.5 4.11 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.5 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 any Warrants which successor holder shall be subject to the same Beneficial Ownership Limitation as its transferor unless and until changed in accordance with this Purchase WarrantSection 4.11.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Purchase Warrant, and a Holder shall not have the right to exercise any portion of this Purchase Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliatesAffiliates, and any other persons Persons acting as a group together with the Holder or any of the Holder’s affiliates Affiliates (such personsPersons, the “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of the Company’s common stock Common Stock beneficially owned by the Holder and its affiliates Affiliates and Attribution Parties shall include the number of shares Common Stock held by the Holder and its Attribution Parties plus the number of the Company’s common stock Common Stock underlying such Warrant Shares issuable upon exercise of this Purchase Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock underlying Warrant Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2.52(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.5 2(e) applies, the determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates Affiliates and Attribution Parties) and of which portion of this Purchase Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates Affiliates and Attribution Parties) and of which portion of this Purchase Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.52(e), in determining the number of outstanding shares of the Company’s common stockCommon Stock, the a Holder may rely on the number of outstanding shares of common stock Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent the Transfer Agent setting forth the number of shares of common stock Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) trading day Trading Day confirm orally and in writing to the Holder the number of shares of common stock Common Stock then outstanding. In any case, the number of outstanding shares of the Company’s common stock Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Purchase Warrant, by the Holder or its affiliates Affiliates or Attribution Parties since the date as of which such number of outstanding shares of the Company’s common stock Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of this Purchase Warrant. The 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 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of this Purchase Warrant held by the 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.5 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 Purchase Warrant.The

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Purchase Underwriter's Warrant, and a Holder shall not have the right to exercise any portion of this Purchase Underwriter's Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates's Affiliates, and any other persons Persons acting as a group together with the Holder or any of the Holder’s affiliates (such persons, the “Attribution Parties”)'s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of the Company’s common stock beneficially owned by the Holder and its affiliates and Attribution Parties shall include the number of shares of the Company’s common stock issuable upon exercise of this Purchase Warrant with respect to which such determination is being made. Except as set forth in the preceding sentence, for purposes of this Section 2.52(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.5 2(e) applies, the determination of whether this Purchase Underwriter's Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates and Attribution PartiesAffiliates) and of which portion of this Purchase Underwriter's Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s 's determination of whether this Purchase Underwriter's Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates and Attribution PartiesAffiliates) and of which portion of this Purchase Underwriter's Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.52(e), in determining the number of outstanding shares of the Company’s common stockCommon Shares, the a Holder may rely on the number of outstanding shares of common stock Common Shares as reflected in (A) the Company’s 's most recent periodic or annual report filed with the U.S. Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its the Company's transfer agent setting forth the number of shares of common stock Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) trading day two Trading Days confirm orally and in writing to the Holder the number of shares of common stock Common Shares then outstanding. In any case, the number of outstanding shares of the Company’s common stock Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Purchase Underwriter's Warrant, by the Holder or its affiliates or Attribution Parties Affiliates since the date as of which such number of outstanding shares of the Company’s common stock Common Shares was reported. The “"Beneficial Ownership Limitation” " shall be 4.999.99% of the number of shares of the Company’s common stock Common Shares outstanding immediately after giving effect to the issuance of shares of common stock Common Shares issuable upon exercise of this Purchase Warrantall warrants held by the Holder. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.52(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Company’s common stock Common Shares outstanding immediately after giving effect to the issuance of shares of common stock Common Shares upon exercise of this Purchase Warrant all Warrants held by the Holder and the provisions of this Section 2.5 2(e) 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 2.5 2(e) 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 Purchase Underwriter's Warrant.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Purchase Warrant, and a Holder shall not have the right to exercise any portion of this Purchase Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliatesAffiliates, and any other persons Persons acting as a group together with the Holder or any of the Holder’s affiliates Affiliates (such personsPersons, the “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of the Company’s common stock Common Shares beneficially owned by the Holder and its affiliates Affiliates and Attribution Parties shall include the number of shares of the Company’s common stock Common Shares issuable upon exercise of this Purchase Warrant with respect to which such determination is being made, but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for For purposes of this Section 2.52(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.5 2(e) applies, the determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates Affiliates and Attribution Parties) and of which portion of this Purchase Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates Affiliates and Attribution Parties) and of which portion of this Purchase 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 a submission of a Notice of Exercise shall be deemed a representation and warranty by the Holder of the foregoing determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.52(e), in determining the number of outstanding shares of the Company’s common stockCommon Shares, the a Holder may rely on the number of outstanding shares of common stock Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent the Transfer Agent setting forth the number of shares of common stock Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) trading day Trading Day confirm orally and in writing to the Holder the number of shares of common stock Common Shares then outstanding. In any case, the number of outstanding shares of the Company’s common stock Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Purchase Warrant, by the Holder or its affiliates Affiliates or Attribution Parties since the date as of which such number of outstanding shares of the Company’s common stock Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by the Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Company’s common stock Common Shares outstanding immediately after giving effect to the issuance of shares of common stock Common Shares issuable upon exercise of this Purchase Warrant. The HolderHolder may, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.52(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Company’s common stock Common Shares outstanding immediately after giving effect to the issuance of shares of common stock Common Shares upon exercise of this Purchase Warrant held by the Holder and the provisions of this Section 2.5 2(e) 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 2.5 2(e) 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 Purchase Warrant.

Holder’s Exercise Limitations. The Unless otherwise agreed in writing by both the Company and the Holder, the Company shall not effect effectuate any exercise of this Purchase a Warrant, and a Holder shall not have the any right to exercise any portion of this Purchase a Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the would result in such Holder (together with the such Holder’s affiliates, Affiliates and any other persons Persons acting as a group together with the such Holder or any of the such Holder’s affiliates Affiliates, in each case, to the extent that such Affiliates and persons acting as a group are required to aggregate their beneficial ownership of Common Stock for purposes of Section 13(d) of the Exchange Act (such persons, the “Attribution Parties”)), would beneficially own in excess owning more than the percentage of Common Stock outstanding set forth on Schedule A attached hereto opposite the name of such Holder (or for the Affiliate of such Holder that elected such Holder receive Warrants) as its “Initial Beneficial Ownership Limitation Limitation” (as defined belowsubject to adjustment under this Section 4.11, such Holder’s “Beneficial Ownership Limitation”). For purposes of the foregoing sentence, the number of shares of the Company’s common stock beneficially owned by the Holder and its affiliates and Attribution Parties shall include the number of shares of the Company’s common stock issuable upon exercise of this Purchase Warrant with respect to which such determination is being made. Except as set forth in the preceding sentence, for purposes of this Section 2.54.11, beneficial ownership and the determination of any group status shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, thereunder (it being acknowledged and understood 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 that the Holder is solely responsible for the preparation of any schedules required to be filed in accordance therewith). To the extent that the limitation limitations contained in this Section 2.5 applies4.11 apply to a Holder, the determination of whether this Purchase Warrant any Warrants are exercisable, and the portion thereof that is exercisable (in relation to other securities owned by the such Holder together with any affiliates and such Holder’s Attribution Parties) and of which portion of this Purchase Warrant is exercisable , shall be in the sole discretion of the Holder, Holder and the submission of a Notice of Exercise shall be deemed to be the Holder’s a determination of whether this Purchase Warrant is exercisable (by such Holder in relation to other securities owned by such Holder and such Holder’s Attribution Parties that the Warrants set forth in the applicable Notice of Exercise are exercisable. Neither the Company, nor the Warrant Agent shall be required to independently confirm whether any exercise of any Warrant by a Holder together with any affiliates and Attribution Parties) and would result in the violation by such Holder of which portion of this Purchase Warrant is exercisable, in each case subject to the its applicable Beneficial Ownership Limitation, and instead the Company shall have no obligation to verify or confirm and the accuracy of such determination. In addition, a determination as to any group status as contemplated above Warrant Agent shall be determined able to rely for all purposes on a Notice of Exercise as such Holder’s determination and confirmation that such exercise set forth therein does not result in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.5, in determining the number of outstanding shares of the Company’s common stock, the such Holder may rely on the number of outstanding shares of common stock as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or exceeding its transfer agent setting forth the number of shares of common stock outstandingBeneficial Ownership Limitation. Upon the written or oral request of a Holder, the Company shall within one two (12) trading day Business Days confirm orally and in writing to the such Holder the number of shares of common stock Common Stock then outstanding. In any case, the number of outstanding shares of the Company’s common stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Purchase Warrant, by the Holder or its affiliates or Attribution Parties since the date as of which such number of outstanding shares of the Company’s common stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of this Purchase Warrant. The A Holder, upon notice to the Company, may increase or decrease the its Beneficial Ownership Limitation provisions of this Section 2.5Limitation, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Company’s common stock Common Stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of this Purchase Warrant held by the Holder and the provisions of this Section 2.5 4.11 shall continue to apply. Any increase change in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.5 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 any Warrants which successor holder shall be subject to the same Beneficial Ownership Limitation as its transferor unless and until changed in accordance with this Purchase WarrantSection 4.11.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Purchase Warrant, and a Holder shall not have the right to exercise any portion of this Purchase Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliatesAffiliates, and any other persons Persons acting as a group together with the Holder or any of the Holder’s affiliates Affiliates (such personsPersons, the “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of the Company’s common stock Common Shares beneficially owned by the Holder and its affiliates Affiliates and Attribution Parties shall include the number of shares of the Company’s common stock Common Shares issuable upon exercise of this Purchase Warrant with respect to which such determination is being made, but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for For purposes of this Section 2.52(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.5 2(e) applies, the determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates Affiliates and Attribution Parties) and of which portion of this Purchase Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates Affiliates and Attribution Parties) and of which portion of this Purchase 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 such submission of a Notice of Exercise shall be deemed a representation and warranty by the Holder of the foregoing determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.52(e), in determining the number of outstanding shares of the Company’s common stockCommon Shares, the a Holder may rely on the number of outstanding shares of common stock Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent the Transfer Agent setting forth the number of shares of common stock Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) trading day Trading Day confirm orally and in writing to the Holder the number of shares of common stock Common Shares then outstanding. In any case, the number of outstanding shares of the Company’s common stock Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Purchase Warrant, by the Holder or its affiliates Affiliates or Attribution Parties since the date as of which such number of outstanding shares of the Company’s common stock Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by the Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Company’s common stock Common Shares outstanding immediately after giving effect to the issuance of shares of common stock Common Shares issuable upon exercise of this Purchase Warrant. The HolderHolder may, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.52(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Company’s common stock Common Shares outstanding immediately after giving effect to the issuance of shares of common stock Common Shares upon exercise of this Purchase Warrant held by the Holder and the provisions of this Section 2.5 2(e) 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 2.5 2(e) 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 Purchase Warrant.

Holder’s Exercise Limitations. The Unless otherwise agreed in writing by both the Company and the Holder, the Company shall not effect effectuate any exercise of this Purchase a Warrant, and a Holder shall not have the any right to exercise any portion of this Purchase a Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the would result in such Holder (together with the such Holder’s affiliates, Affiliates and any other persons Persons acting as a group together with the such Holder or any of the such Holder’s affiliates Affiliates, in each case, to the extent that such Affiliates and persons acting as a group are required to aggregate their beneficial ownership of Common Stock for purposes of Section 13(d) of the Exchange Act (such persons, the “Attribution Parties”)), would beneficially own in excess owning more than the percentage of Common Stock outstanding set forth on Schedule A attached hereto opposite the name of such Holder (or for the Affiliate of such Holder that elected such Holder receive Warrants) as its “Initial Beneficial Ownership Limitation Limitation” (as defined belowsubject to adjustment under this Section 4.16, such Holder’s “Beneficial Ownership Limitation”). For purposes of the foregoing sentence, the number of shares of the Company’s common stock beneficially owned by the Holder and its affiliates and Attribution Parties shall include the number of shares of the Company’s common stock issuable upon exercise of this Purchase Warrant with respect to which such determination is being made. Except as set forth in the preceding sentence, for purposes of this Section 2.54.16, beneficial ownership and the determination of any group status shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, thereunder (it being acknowledged and understood 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 that the Holder is solely responsible for the preparation of any schedules required to be filed in accordance therewith). To the extent that the limitation limitations contained in this Section 2.5 applies4.16 apply to a Holder, the determination of whether this Purchase Warrant any Warrants are exercisable, and the portion thereof that is exercisable (in relation to other securities owned by the such Holder together with any affiliates and such Holder’s Attribution Parties) and of which portion of this Purchase Warrant is exercisable , shall be in the sole discretion of the Holder, Holder and the submission of a Notice of Exercise shall be deemed to be the Holder’s a determination of whether this Purchase Warrant is exercisable (by such Holder in relation to other securities owned by such Holder and such Holder’s Attribution Parties that the Warrants set forth in the applicable Notice of Exercise are exercisable. Neither the Company, nor the Warrant Agent shall be required to independently confirm whether any exercise of any Warrant by a Holder together with any affiliates and Attribution Parties) and would result in the violation by such Holder of which portion of this Purchase Warrant is exercisable, in each case subject to the its applicable Beneficial Ownership Limitation, and instead the Company shall have no obligation to verify or confirm and the accuracy of such determination. In addition, a determination as to any group status as contemplated above Warrant Agent shall be determined able to rely for all purposes on a Notice of Exercise as such Holder’s determination and confirmation that such exercise set forth therein does not result in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.5, in determining the number of outstanding shares of the Company’s common stock, the such Holder may rely on the number of outstanding shares of common stock as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or exceeding its transfer agent setting forth the number of shares of common stock outstandingBeneficial Ownership Limitation. Upon the written or oral request of a Holder, the Company shall within one two (12) trading day Business Days confirm orally and in writing to the such Holder the number of shares of common stock Common Stock then outstanding. In any case, the number of outstanding shares of the Company’s common stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Purchase Warrant, by the Holder or its affiliates or Attribution Parties since the date as of which such number of outstanding shares of the Company’s common stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of this Purchase Warrant. The A Holder, upon notice to the Company, may increase or decrease the its Beneficial Ownership Limitation provisions of this Section 2.5Limitation, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Company’s common stock Common Stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of this Purchase Warrant held by the Holder and the provisions of this Section 2.5 4.16 shall continue to apply. Any increase change in the Beneficial Ownership Limitation will not be effective until the 61st sixty- first (61st) day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.5 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 any Warrants which successor holder shall be subject to the same Beneficial Ownership Limitation as its transferor unless and until changed in accordance with this Purchase WarrantSection 4.16.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Purchase Underwriter’s Warrant, and a Holder shall not have the right to exercise any portion of this Purchase Underwriter’s Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliatesAffiliates, and any other persons Persons acting as a group together with the Holder or any of the Holder’s affiliates (such persons, the “Attribution Parties”)Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of the Company’s common stock beneficially owned by the Holder and its affiliates and Attribution Parties shall include the number of shares of the Company’s common stock issuable upon exercise of this Purchase Warrant with respect to which such determination is being made. Except as set forth in the preceding sentence, for purposes of this Section 2.52(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.5 2(e) applies, the determination of whether this Purchase Underwriter’s Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates and Attribution PartiesAffiliates) and of which portion of this Purchase Underwriter’s Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Purchase Underwriter’s Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates and Attribution PartiesAffiliates) and of which portion of this Purchase Underwriter’s Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.52(e), in determining the number of outstanding shares of the Company’s common stockCommon Shares, the a Holder may rely on the number of outstanding shares of common stock Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its the Company’s transfer agent setting forth the number of shares of common stock Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) trading day two Trading Days confirm orally and in writing to the Holder the number of shares of common stock Common Shares then outstanding. In any case, the number of outstanding shares of the Company’s common stock Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Purchase Underwriter’s Warrant, by the Holder or its affiliates or Attribution Parties Affiliates since the date as of which such number of outstanding shares of the Company’s common stock Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.999.99% of the number of shares of the Company’s common stock Common Shares outstanding immediately after giving effect to the issuance of shares of common stock Common Shares issuable upon exercise of this Purchase Warrantall warrants held by the Holder. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.52(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Company’s common stock Common Shares outstanding immediately after giving effect to the issuance of shares of common stock Common Shares upon exercise of this Purchase Warrant all warrants held by the Holder and the provisions of this Section 2.5 2(e) 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 2.5 2(e) 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 Purchase Underwriter’s Warrant.

Holder’s Exercise Limitations. The Unless otherwise agreed in writing by both the Company and the Holder, the Company shall not effect effectuate any exercise of this Purchase a Warrant, and a Holder shall not have the any right to exercise any portion of this Purchase a Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the would result in such Holder (together with the such Holder’s affiliates, Affiliates and any other persons Persons acting as a group together with the such Holder or any of the such Holder’s affiliates Affiliates, in each case, to the extent that such Affiliates and persons acting as a group are required to aggregate their beneficial ownership of Common Stock for purposes of the Relevant Section of the Exchange Act (such persons, the “Attribution Parties”)), would ) beneficially own in excess owning more than the percentage of Common Stock outstanding set forth on Schedule A attached hereto opposite the name of such Holder (or for the Affiliate of such Holder that elected such Holder receive Warrants) as its “Initial Beneficial Ownership Limitation Limitation” (as defined belowsubject to adjustment under this Section 4.11, such Holder’s “Beneficial Ownership Limitation”). For purposes of the foregoing sentence, the number of shares of the Company’s common stock beneficially owned by the Holder and its affiliates and Attribution Parties shall include the number of shares of the Company’s common stock issuable upon exercise of this Purchase Warrant with respect to which such determination is being made. Except as set forth in the preceding sentence, for purposes of this Section 2.54.11, beneficial ownership (i) the determination of any “group” status shall be calculated made in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, and (ii) the determination of “beneficial ownership” shall be made (a) in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, if a Holder’s Beneficial Ownership Limitation is less than 5%, or (b) in accordance with the determination of whether a person is a beneficial owner of more than 10% of the Common Stock outstanding for purposes of determining if such person is subject to Section 16 of the Exchange Act, as determined in accordance with Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, if a Holder’s Beneficial Ownership Limitation is 5% or more (the applicable Section of the Exchange Act being referred to herein as the “Relevant Section”) (it being acknowledged and understood by the Holder that the Company is not representing to the Holder that such calculation is in compliance with the Relevant Section 13(d) of the Exchange Act and that the Holder is solely responsible for the preparation of any schedules required to be filed in accordance therewith). To the extent that the limitation limitations contained in this Section 2.5 applies4.11 apply to a Holder, the determination of whether this Purchase Warrant any Warrants are exercisable, and the portion thereof that is exercisable (in relation to other securities owned by the such Holder together with any affiliates and such Holder’s Attribution Parties) and of which portion of this Purchase Warrant is exercisable , shall be in the sole discretion of the Holder, Holder and the submission of a Notice of Exercise shall be deemed to be the Holder’s a determination of whether this Purchase Warrant is exercisable (by such Holder in relation to other securities owned by such Holder and such Holder’s Attribution Parties that the Warrants set forth in the applicable Notice of Exercise are exercisable. Neither the Company, nor the Warrant Agent shall be required to independently confirm whether any exercise of any Warrant by a Holder together with any affiliates and Attribution Parties) and would result in the violation by such Holder of which portion of this Purchase Warrant is exercisable, in each case subject to the its applicable Beneficial Ownership Limitation, and instead the Company shall have no obligation to verify or confirm and the accuracy of such determination. In addition, a determination as to any group status as contemplated above Warrant Agent shall be determined able to rely for all purposes on a Notice of Exercise as such Holder’s determination and confirmation that such exercise set forth therein does not result in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.5, in determining the number of outstanding shares of the Company’s common stock, the such Holder may rely on the number of outstanding shares of common stock as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or exceeding its transfer agent setting forth the number of shares of common stock outstandingBeneficial Ownership Limitation. Upon the written or oral request of a Holder, the Company shall within one two (12) trading day Business Days confirm orally and in writing to the such Holder the number of shares of common stock Common Stock then outstanding. In any case, the number of outstanding shares of the Company’s common stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Purchase Warrant, by the Holder or its affiliates or Attribution Parties since the date as of which such number of outstanding shares of the Company’s common stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of this Purchase Warrant. The A Holder, upon notice to the Company, may increase or decrease the its Beneficial Ownership Limitation provisions of this Section 2.5Limitation, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Company’s common stock Common Stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of this Purchase Warrant held by the Holder and the provisions of this Section 2.5 4.11 shall continue to apply. Any increase change in the Beneficial Ownership Limitation will not be effective until the 61st sixty-first (61st) day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.5 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 any Warrants which successor holder shall be subject to the same Beneficial Ownership Limitation as its transferor unless and until changed in accordance with this Purchase WarrantSection 4.11.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Purchase Warrant, and a Holder shall not have the right to exercise any portion of this Purchase Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates, and any other persons acting as a group together with the Holder or any of the Holder’s affiliates (such persons, the “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of the Company’s common stock beneficially owned by the Holder and its affiliates and Attribution Parties shall include the number of shares of the Company’s common stock issuable upon exercise of this Purchase Warrant with respect to which such determination is being made. Except as set forth in the preceding sentence, for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.5 applies, the determination of whether this Purchase 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 Purchase Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Purchase 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 Purchase Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.5, in determining the number of outstanding shares of the Company’s common stock, the Holder may rely on the number of outstanding shares of common stock as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number of shares of common stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) trading day confirm orally and in writing to the Holder the number of shares of common stock then outstanding. In any case, the number of outstanding shares of the Company’s common stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Purchase Warrant, by the Holder or its affiliates or Attribution Parties since the date as of which such number of outstanding shares of the Company’s common stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of this Purchase Warrant. The 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 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of this Purchase Warrant held by the 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.5 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 Purchase Warrant.the

Holder’s Exercise Limitations. The Company shall Holder acknowledges and agrees that it may not effect any exercise of this Purchase Warrant, and a Holder this Warrant shall be deemed to not have the right to exercise any portion of this Purchase Warrant, pursuant to this Section 2 or otherwisebe exercisable, to the extent that after giving effect if such Warrant were exercisable, then the Financing Agreement Threshold (defined below) would be met or exceeded; provided that, if the Holder and/or its affiliates hold multiple warrants subject to such issuance after exercise as a substantially similar restriction based on the Financing Agreement Threshold, this restriction shall apply first to any warrants held by the Holder and/or its Affiliates, originally issued on or about the date hereof and on substantially similar terms, with an Exercise Price equal to $20.00 per share, and then, solely to the extent necessary, to any warrants held by the Holder and/or its Affiliates, originally issued on or about the date hereof and on substantially similar terms, with an Exercise Price equal to $18.00 per share, and then to any warrants held by the Holder and/or its Affiliates, originally issued on or about the date hereof and on substantially similar terms, with an Exercise Price equal to $15.00 per share. The limitation on exercisability set forth on in this Section 2(e) shall apply until the applicable Notice date that is 61 days after the Financing Agreement is terminated and all amounts thereunder are fully paid and discharged or such earlier date as any required consent or waiver under the Financing Agreement is obtained. The Company may instruct its transfer agent or warrant agent, as applicable, to apply restrictive legends or similar restrictions to enforce this Section 2(e). For the purposes of Exercisethis Warrant, “Financing Agreement Threshold” shall mean the acquisition of any securities of the Company by the Holder (together with the Holder’s affiliates, and any other persons acting as a group together with which would result in the Holder or any “group” (within the meaning of the Holder’s affiliates (such persons, the “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of the Company’s common stock beneficially owned by the Holder and its affiliates and Attribution Parties shall include the number of shares of the Company’s common stock issuable upon exercise of this Purchase Warrant with respect to which such determination is being made. Except as set forth in the preceding sentence, for purposes of this Section 2.5, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (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(d13(d)(3) of the Exchange Act and Act) of which the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.5 applies, the determination of whether this Purchase Warrant is exercisable a member owning more than thirty-three percent (in relation to other securities owned by the Holder together with any affiliates and Attribution Parties) and of which portion of this Purchase Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Purchase 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 Purchase Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d33%) of the Exchange Act and aggregate outstanding voting power of the rules and regulations promulgated thereunder. For purposes of this Section 2.5, Equity Interests (as defined in determining the number of outstanding shares Financing Agreement) of the Company’s common stock, the Holder may rely on the number of outstanding shares of common stock as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number of shares of common stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) trading day confirm orally and in writing to the Holder the number of shares of common stock then outstanding. In any case, the number of outstanding shares of the Company’s common stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Purchase Warrant, by the Holder or its affiliates or Attribution Parties since the date as of which such number of outstanding shares of the Company’s common stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of this Purchase Warrant. The 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 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of this Purchase Warrant held by the 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.5 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 Purchase Warrant.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Purchase Warrant, and a Holder shall not have the right to exercise any portion of this Purchase Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliatesAffiliates, and any other persons Persons acting as a group together with the Holder or any of the Holder’s affiliates Affiliates (such personsPersons, the “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of the Company’s common stock Common Stock beneficially owned by the Holder and its affiliates Affiliates and Attribution Parties shall include the number of shares Common Stock held by the Holder and its Attribution Parties plus the number of the Company’s common stock Common Stock underlying such Warrant Shares issuable upon exercise of this Purchase Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock underlying Warrant Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2.52(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.5 2(e) applies, the determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates Affiliates and Attribution Parties) and of which portion of this Purchase Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates Affiliates and Attribution Parties) and of which portion of this Purchase Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.52(e), in determining the number of outstanding shares of the Company’s common stockCommon Stock, the a Holder may rely on the number of outstanding shares of common stock Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent the Transfer Agent setting forth the number of shares of common stock Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) trading day Trading Day confirm orally and in writing to the Holder the number of shares of common stock Common Stock then outstanding. In any case, the number of outstanding shares of the Company’s common stock Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Purchase Warrant, by the Holder or its affiliates Affiliates or Attribution Parties since the date as of which such number of outstanding shares of the Company’s common stock Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% [4.99/9.99%] of the number of shares of the Company’s common stock Common Stock outstanding immediately after giving effect to the issuance of shares of common stock Common Stock underlying the Warrant Shares issuable upon exercise of this Purchase Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.52(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Company’s common stock Common Stock outstanding immediately after giving effect to the issuance of shares of common stock Common Stock upon exercise of this Purchase Warrant held by the Holder and the provisions of this Section 2.5 2(e) 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 2.5 2(e) 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 Purchase Warrant.]