Common use of Issuance Restrictions Clause in Contracts

Issuance Restrictions. The Company shall not issue any shares of Common Stock upon exercise of this Warrant if the issuance of such shares of Common Stock (taken together with the issuance of all other shares of Common Stock upon conversion of the Shares pursuant to the terms of the Certificate of Designation) would exceed the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion (as the case may be) of the Warrants, the Shares or otherwise pursuant to the respective terms thereof without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Until such approval or such written opinion is obtained, no initial purchaser of Shares on the Initial Issuance Date (each, a “Buyer”) shall be issued in the aggregate, upon conversion or exercise (as the case may be) of any Shares, or any of the Warrants or otherwise pursuant to the terms of the Warrants or this Certificate of Designations, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient of (1) the aggregate number of Shares issued to such Buyer pursuant to the Securities Purchase Agreement on the Closing Date divided by (2) the aggregate number of Preferred Shares issued to the Buyers pursuant to the Securities Purchase Agreement on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise transfer any of such Buyer’s Shares, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to such portion of such Shares so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion and exercise in full of a holder’s Shares and Warrants, the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such Preferred Shares and such holder’s exercise in full of such Warrants shall be allocated, to the respective Exchange Cap Allocations of the remaining holders of Shares and related Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Shares and related Warrants then held by each such holder of Shares and related Warrants.

Issuance Restrictions. The If the Company shall has not obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (A) pursuant to the conversion of any Debentures issued pursuant to the Purchase Agreement or the January 2008 Purchase Agreement, (B) upon prior exercise of this or any other Warrant if issued pursuant to the issuance of such shares of Common Stock Purchase Agreement or the January 2008 Purchase Agreement and (taken together C) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of all other shares of Common Stock upon conversion of the Shares Securities pursuant to the terms Purchase Agreement or the January 2008 Purchase Agreement, would exceed 5,683,779, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Certificate Common Stock that occur after the date of Designationthe Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) would exceed the Holder’s original Subscription Amount by (y) the aggregate number original Subscription Amount of shares of Common Stock which the Company may issue upon exercise or conversion (as the case may be) of the Warrants, the Shares or otherwise all holders pursuant to the respective terms thereof without breaching Purchase Agreement. In addition, the Company’s obligations under the rules or regulations Holder may allocate its pro-rata portion of the Principal Market (the number of shares which may Issuable Maximum among Warrants held by it in its sole discretion. Such portion shall be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the Company (A) obtains the approval amount of shares issued to such Purchaser pursuant to its stockholders as required by the applicable rules Warrants was less than such Purchaser’s pro-rata share of the Principal Market for issuances Issuable Maximum. For avoidance of shares of Common Stock doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in excess of such amount or (B) obtains a written opinion from outside counsel to connection with the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Until such approval or such written opinion is obtained, no initial purchaser of Shares on the Initial Issuance Date (each, a “Buyer”) shall be Securities issued in the aggregate, upon conversion or exercise (as the case may be) of any Shares, or any of the Warrants or otherwise pursuant to the terms of the Warrants or this Certificate of Designations, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient of (1) the aggregate number of Shares issued to such Buyer pursuant to the Securities Purchase Agreement on and the Closing Date divided by (2) the aggregate number of Preferred Shares issued to the Buyers pursuant to the Securities January 2008 Purchase Agreement on the Closing Date as described in (with respect to each Buyer, the “Exchange Cap Allocation”). In the event C) above shall provide that any Buyer such warrants shall sell or otherwise transfer any of such Buyer’s Shares, the transferee shall not be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to such portion of such Shares so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the any portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion Issuable Maximum and exercise in full of a holder’s Shares and Warrants, the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such Preferred Shares and such holder’s exercise in full of such Warrants shall be allocated, to the respective Exchange Cap Allocations of the remaining holders of Shares unexercisable unless and related Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Shares until such Shareholder Approval is obtained and related Warrants then held by each such holder of Shares and related Warrantseffective.

Issuance Restrictions. The If the Company shall has not obtained Shareholder Approval (as defined below), then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (A) pursuant to the Purchase Agreement, (B) upon prior exercise of this or any other Warrant if issued pursuant to the issuance Purchase Agreement, (C) pursuant to that certain securities purchase agreement dated January 30, 2008 (including upon the exercise of such shares of Common Stock the warrants issued thereunder and to the placement agent in connection therewith), (taken together D) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of all other shares Securities pursuant to the Purchase Agreement if such warrants are issued with an exercise price per share less than the closing price per share of Common Stock upon conversion on the date of issuance (“Below Market Warrants”) and (E) as described in clause (i) of Section 4.13(c) of the Purchase Agreement (including shares underlying warrants as described in such clause or Below Market Warrants issued to a placement agent in connection therewith), would exceed 8,192,057, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). “Shareholder Approval” means such approval as may be required by the applicable rules and regulations of the Trading Market (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance of all of the Shares pursuant to the terms and Warrant Shares in excess of 19.99% of the Certificate of Designation) would exceed issued and outstanding Common Stock on the aggregate number of shares Closing Date. Unless Shareholder Approval has been obtained and deemed effective, neither the Company nor any Subsidiary shall make any issuance whatsoever of Common Stock or Common Stock Equivalents which would cause any adjustment of the Company may issue upon exercise or conversion (as price of the case may beWarrants to the extent the holders of the Warrants would not be permitted, pursuant to this Section 2(d)(ii) of the Warrants, to exercise their respective Warrants in full, ignoring for such purposes the Shares or otherwise pursuant to the respective terms thereof without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Until such approval or such written opinion is obtained, no initial purchaser of Shares on the Initial Issuance Date (each, a “Buyer”) shall be issued in the aggregate, upon conversion or exercise (as the case may be) of any Shares, or any of the Warrants or otherwise pursuant to the terms of the Warrants or this Certificate of Designations, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient of (1) the aggregate number of Shares issued to such Buyer pursuant to the Securities Purchase Agreement on the Closing Date divided by (2) the aggregate number of Preferred Shares issued to the Buyers pursuant to the Securities Purchase Agreement on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise transfer any of such Buyer’s Shares, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to such portion of such Shares so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion and exercise in full of a holder’s Shares and Warrants, the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such Preferred Shares and such holder’s exercise in full of such Warrants shall be allocated, to the respective Exchange Cap Allocations of the remaining holders of Shares and related Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Shares and related Warrants then held by each such holder of Shares and related Warrantslimitations therein.

Issuance Restrictions. The If the Company shall has not obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Notes issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrant if issued pursuant to the issuance of such shares of Common Stock Purchase Agreement and (taken together iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of all other Securities pursuant to the Purchase Agreement, would exceed shares of Common Stock upon conversion Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Shares Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the terms Purchase Agreement shall be entitled to a portion of the Certificate of DesignationIssuable Maximum equal to the quotient obtained by dividing (x) would exceed the Holder’s original Subscription Amount by (y) the aggregate number original Subscription Amount of shares of Common Stock which the Company may issue upon exercise or conversion (as the case may be) of the Warrants, the Shares or otherwise all holders pursuant to the respective terms thereof without breaching Purchase Agreement. In addition, the Company’s obligations under the rules or regulations Holder may allocate its pro-rata portion of the Principal Market (the number of shares which may Issuable Maximum among Warrants held by it in its sole discretion. Such portion shall be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the Company (A) obtains the approval amount of shares issued to such Purchaser pursuant to its stockholders as required by the applicable rules Warrants was less than such Purchaser’s pro-rata share of the Principal Market for issuances Issuable Maximum. For avoidance of shares of Common Stock doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in excess of such amount or (B) obtains a written opinion from outside counsel to connection with the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Until such approval or such written opinion is obtained, no initial purchaser of Shares on the Initial Issuance Date (each, a “Buyer”) shall be Securities issued in the aggregate, upon conversion or exercise (as the case may be) of any Shares, or any of the Warrants or otherwise pursuant to the terms of the Warrants or this Certificate of Designations, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient of (1) the aggregate number of Shares issued to such Buyer pursuant to the Securities Purchase Agreement on the Closing Date divided by as described in clause (2iii) the aggregate number of Preferred Shares issued to the Buyers pursuant to the Securities Purchase Agreement on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event above shall provide that any Buyer such warrants shall sell or otherwise transfer any of such Buyer’s Shares, the transferee shall not be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to such portion of such Shares so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the any portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion Issuable Maximum and exercise in full of a holder’s Shares and Warrants, the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such Preferred Shares and such holder’s exercise in full of such Warrants shall be allocated, to the respective Exchange Cap Allocations of the remaining holders of Shares unexercisable unless and related Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Shares until such Shareholder Approval is obtained and related Warrants then held by each such holder of Shares and related Warrantseffective.

Issuance Restrictions. The If the Company shall has not obtained Stockholder Approval, then the Company may not (until such Stockholder Approval has been obtained) issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrant if issued pursuant to the issuance of such shares of Common Stock Purchase Agreement and (taken together iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of all other Securities pursuant to the Purchase Agreement, would exceed 2,000,000 shares of Common Stock upon conversion Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Shares Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). The Holder and the holders of the other Warrants issued pursuant to the terms Purchase Agreement shall be entitled to a portion of the Certificate of DesignationIssuable Maximum equal to the quotient obtained by dividing (x) would exceed the Holder’s original Subscription Amount by (y) the aggregate number original Subscription Amount of shares of Common Stock which the Company may issue upon exercise or conversion (as the case may be) of the Warrants, the Shares or otherwise all holders pursuant to the respective terms thereof without breaching Purchase Agreement. In addition, the Company’s obligations under the rules or regulations Holder may allocate its pro-rata portion of the Principal Market (the number of shares which may Issuable Maximum among Common Stock and Warrants held by it in its sole discretion. Such portion shall be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the Company (A) obtains the approval amount of shares issued to such Purchaser pursuant to its stockholders as required by the applicable rules Warrants was less than such Purchaser’s pro-rata share of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to Issuable Maximum. Unless and until any required Stockholder Approval is obtained and deemed effective, the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Until such approval or such written opinion is obtained, no initial purchaser of Shares on the Initial Issuance Date (each, a “Buyer”) shall be issued in the aggregate, upon conversion or exercise (as the case may be) terms of any Shares, or warrants issued to any of registered broker-dealer as a fee in connection with the Warrants or otherwise Securities issued pursuant to the terms of the Warrants or this Certificate of Designations, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient of (1) the aggregate number of Shares issued to such Buyer pursuant to the Securities Purchase Agreement on the Closing Date divided by as described in clause (2iii) the aggregate number of Preferred Shares issued to the Buyers pursuant to the Securities Purchase Agreement on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event above shall provide that any Buyer such warrants shall sell or otherwise transfer any of not be exercisable unless and until such Buyer’s Shares, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to such portion of such Shares so transferred, Stockholder Approval is obtained and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion and exercise in full of a holder’s Shares and Warrants, the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such Preferred Shares and such holder’s exercise in full of such Warrants shall be allocated, to the respective Exchange Cap Allocations of the remaining holders of Shares and related Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Shares and related Warrants then held by each such holder of Shares and related Warrantsdeemed effective.

Issuance Restrictions. The If the Company shall has not obtained Shareholder Approval (as defined below), then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (A) pursuant to the Purchase Agreement, (B) upon prior exercise of this or any other Warrant if issued pursuant to the issuance Purchase Agreement, (C) pursuant to each of such shares those certain securities purchase agreements (the “Integrated Purchase Agreements”) dated January 30, 2008 and June 27, 2008 (including upon the exercise of Common Stock the warrants issued thereunder) and (taken together D) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of all other shares Securities pursuant to the Purchase Agreement or either of the Integrated Purchase Agreements if such warrants are issued with an exercise price per share less than the closing price per share of Common Stock upon conversion on the date of issuance, would exceed 8,192,057, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Shares pursuant Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). “Shareholder Approval” means such approval as may be required by the applicable rules and regulations of the Trading Market (or any successor entity) from the shareholders of the Company with respect to the terms transactions contemplated by the Transaction Documents, including the issuance of all of the Certificate Common Stock and Warrant Shares in excess of Designation) would exceed the aggregate number 19.99% of shares of Common Stock which issued and outstanding immediately prior to the closing of the sale of Common Stock and warrants pursuant to the Integrated Purchase Agreement executed on January 30, 2008. Unless Shareholder Approval has been obtained and deemed effective, neither the Company may issue upon nor any Subsidiary shall make any issuance whatsoever of Common Stock or Common Stock Equivalents which would cause any adjustment of the exercise or conversion (as price of the case may beWarrants to the extent the holders of the Warrants would not be permitted, pursuant to this Section 2(d)(ii) of the Warrants, to exercise their respective Warrants in full, ignoring for such purposes the Shares or otherwise pursuant to the respective terms thereof without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Until such approval or such written opinion is obtained, no initial purchaser of Shares on the Initial Issuance Date (each, a “Buyer”) shall be issued in the aggregate, upon conversion or exercise (as the case may be) of any Shares, or any of the Warrants or otherwise pursuant to the terms of the Warrants or this Certificate of Designations, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient of (1) the aggregate number of Shares issued to such Buyer pursuant to the Securities Purchase Agreement on the Closing Date divided by (2) the aggregate number of Preferred Shares issued to the Buyers pursuant to the Securities Purchase Agreement on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise transfer any of such Buyer’s Shares, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to such portion of such Shares so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion and exercise in full of a holder’s Shares and Warrants, the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such Preferred Shares and such holder’s exercise in full of such Warrants shall be allocated, to the respective Exchange Cap Allocations of the remaining holders of Shares and related Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Shares and related Warrants then held by each such holder of Shares and related Warrantslimitations therein.

Issuance Restrictions. The If the Company shall has not obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Preferred Stock issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrant if issued pursuant to the issuance of such shares of Common Stock Purchase Agreement and (taken together iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of all other shares of Common Stock upon conversion of the Shares Securities pursuant to the terms Purchase Agreement, would exceed ______________1, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Certificate Common Stock that occur after the date of Designation) would exceed the aggregate Purchase Agreement (such number of shares of Common Stock which shares, the Company may issue upon exercise or conversion (as “Issuable Maximum”). The Holder and the case may be) holders of the Warrants, the Shares or otherwise other Warrants issued pursuant to the respective terms thereof without breaching the Company’s obligations under the rules or regulations Purchase Agreement shall be entitled to a portion of the Principal Market Issuable Maximum equal to the quotient obtained by dividing (x) the number Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of shares which may be issued without violating such rules and regulationsall holders pursuant to the Purchase Agreement. In addition, the “Exchange Cap”), except that such limitation Holder may allocate its pro-rata portion of the Issuable Maximum among Warrants held by it in its sole discretion. Such portion shall not apply be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the Company (A) obtains the approval amount of shares issued to such Purchaser pursuant to its stockholders as required by the applicable rules Warrants was less than such Purchaser’s pro-rata share of the Principal Market for issuances Issuable Maximum. For avoidance of shares of Common Stock doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in excess of such amount or (B) obtains a written opinion from outside counsel to connection with the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Until such approval or such written opinion is obtained, no initial purchaser of Shares on the Initial Issuance Date (each, a “Buyer”) shall be Securities issued in the aggregate, upon conversion or exercise (as the case may be) of any Shares, or any of the Warrants or otherwise pursuant to the terms of the Warrants or this Certificate of Designations, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient of (1) the aggregate number of Shares issued to such Buyer pursuant to the Securities Purchase Agreement on the Closing Date divided by as described in clause (2iii) the aggregate number of Preferred Shares issued to the Buyers pursuant to the Securities Purchase Agreement on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event above shall provide that any Buyer such warrants shall sell or otherwise transfer any of such Buyer’s Shares, the transferee shall not be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to such portion of such Shares so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the any portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion Issuable Maximum and exercise in full of a holder’s Shares and Warrants, the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such Preferred Shares and such holder’s exercise in full of such Warrants shall be allocated, to the respective Exchange Cap Allocations of the remaining holders of Shares unexercisable unless and related Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Shares until such Shareholder Approval is obtained and related Warrants then held by each such holder of Shares and related Warrantseffective.

Issuance Restrictions. The Until the Reverse Stock Split Date, the Company shall not be required to issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) upon exercise of this Warrant if the issuance Warrant, (ii) upon exercise of such shares of Common Stock (taken together with the issuance of all other shares of Common Stock upon conversion any of the Shares Company’s other outstanding common stock purchase warrants issued pursuant to the terms Purchase Agreement or the Warrant Exercise Agreement, dated as of September , 2019, by and among the Company and certain warrant holder signatories thereto (the “Exercise Agreement”), and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the transactions contemplated by the Purchase Agreement and the Exercise Agreement, would exceed [ ](1), subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Certificate of Designation) would exceed Common Stock that occur after the aggregate date hereof (such number of shares of Common Stock which shares, the Company may issue upon exercise or conversion (as “Issuable Maximum”). The Holder, the case may be) holders of the Warrants, the Shares or otherwise Company’s other outstanding warrants issued pursuant to the respective terms thereof without breaching Purchase Agreement and the holders of the Company’s obligations under other outstanding warrants issued pursuant to the rules or regulations Exercise Agreement shall be entitled to a portion of the Principal Market Issuable Maximum equal to the quotient obtained by dividing (x) the number Holder’s original Subscription Amount plus the aggregate cash exercise price expended by the Holder pursuant to the Exercise Agreement by (y) the aggregate original Subscription Amount of shares which may be issued without violating such rules and regulationsall holders pursuant to the Purchase Agreement plus the aggregate cash exercise price expended by all holders pursuant to the Exercise Agreement. In addition, the “Exchange Cap”), except Holder may allocate its pro-rata portion of the Issuable Maximum among any of the outstanding warrants issued pursuant to the Purchase Agreement or the Exercise Agreement that such limitation are held by the Holder in its sole discretion. Such portion shall not apply be adjusted upward ratably in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules a holder of the Principal Market for issuances Company’s warrants no longer holds any such warrants and the amount of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Until such approval or such written opinion is obtained, no initial purchaser of Shares on the Initial Issuance Date (each, a “Buyer”) shall be issued in the aggregate, upon conversion or exercise (as the case may be) of any Shares, or any of the Warrants or otherwise pursuant to the terms of the Warrants or this Certificate of Designations, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient of (1) the aggregate number of Shares issued to such Buyer pursuant to the Securities Purchase Agreement on the Closing Date divided by (2) the aggregate number of Preferred Shares issued to the Buyers pursuant to the Securities Purchase Agreement on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise transfer any of such Buyer’s Shares, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to such portion of such Shares so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion and exercise in full of a holder’s Shares and Warrants, the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon pursuant to its warrants was less than such holder’s conversion in full of such Preferred Shares and such holder’s exercise in full of such Warrants shall be allocated, to the respective Exchange Cap Allocations pro-rata share of the remaining holders Issuable Maximum. For avoidance of Shares and related Warrants on doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a pro rata basis fee in proportion to connection with the shares of Common Stock underlying Purchase Agreement or the Shares and related Warrants then held by each such holder of Shares and related Warrants.Exercise Agreement shall provide that

Issuance Restrictions. The If the Company shall has not obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrant if issued pursuant to the issuance of such shares of Common Stock Purchase Agreement and (taken together iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of all other shares of Common Stock upon conversion of the Shares Securities pursuant to the terms Purchase Agreement, would exceed 274,852, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Certificate Common Stock that occur after the date of Designation) would exceed the aggregate Purchase Agreement (such number of shares of Common Stock which shares, the Company may issue upon exercise or conversion (as “Issuable Maximum”). The Holder and the case may be) holders of the Warrants, the Shares or otherwise other Warrants issued pursuant to the respective terms thereof without breaching the Company’s obligations under the rules or regulations Purchase Agreement shall be entitled to a portion of the Principal Market Issuable Maximum equal to the quotient obtained by dividing (x) the number Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of shares which may be issued without violating such rules and regulationsall holders pursuant to the Purchase Agreement. In addition, the “Exchange Cap”), except that such limitation Holder may allocate its pro-rata portion of the Issuable Maximum among Warrants held by it in its sole discretion. Such portion shall not apply be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the Company (A) obtains the approval amount of shares issued to such Purchaser pursuant to its stockholders as required by the applicable rules Warrants was less than such Purchaser’s pro-rata share of the Principal Market for issuances Issuable Maximum. For avoidance of shares of Common Stock doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in excess of such amount or (B) obtains a written opinion from outside counsel to connection with the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Until such approval or such written opinion is obtained, no initial purchaser of Shares on the Initial Issuance Date (each, a “Buyer”) shall be Securities issued in the aggregate, upon conversion or exercise (as the case may be) of any Shares, or any of the Warrants or otherwise pursuant to the terms of the Warrants or this Certificate of Designations, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient of (1) the aggregate number of Shares issued to such Buyer pursuant to the Securities Purchase Agreement on the Closing Date divided by as described in clause (2iii) the aggregate number of Preferred Shares issued to the Buyers pursuant to the Securities Purchase Agreement on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event above shall provide that any Buyer such warrants shall sell or otherwise transfer any of such Buyer’s Shares, the transferee shall not be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to such portion of such Shares so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the any portion of the Exchange Cap Allocation so allocated Issuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective The Company shall file a Current Report on Form 8-K, which shall describe the transactions hereunder, prior to such transferee9:00 am ET on the trading day following the date hereof. Upon conversion Except as expressly set forth hereunder, the terms and exercise provisions of the Purchase Agreement and other Transaction Documents shall remain in full force and effect after the execution of a holder’s Shares this agreement and Warrantsshall not be in any way changed, modified or superseded by the difference (if any) between terms set forth herein. This agreement may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such holder’s Exchange Cap Allocation counterparts shall be deemed an original and all of such counterparts together shall constitute one and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such Preferred Shares and such holder’s exercise in full of such Warrants shall be allocated, to the respective Exchange Cap Allocations of the remaining holders of Shares and related Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Shares and related Warrants then held by each such holder of Shares and related Warrantssame agreement.

Issuance Restrictions. The Until the Reverse Stock Split Date, the Company shall not be required to issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) upon exercise of this Warrant if the issuance Warrant, (ii) upon exercise of such shares of Common Stock (taken together with the issuance of all other shares of Common Stock upon conversion any of the Shares Company’s other outstanding common stock purchase warrants issued pursuant to the terms Purchase Agreement or the Warrant Exercise Agreement, dated as of September , 2019, by and among the Company and certain warrant holder signatories thereto (the “Exercise Agreement”), and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the transactions contemplated by the Purchase Agreement and the Exercise Agreement, would exceed [ ](1), subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Certificate of Designation) would exceed Common Stock that occur after the aggregate date hereof (such number of shares of Common Stock which shares, the Company may issue upon exercise or conversion (as “Issuable Maximum”). The Holder, the case may be) holders of the Warrants, the Shares or otherwise Company’s other outstanding warrants issued pursuant to the respective terms thereof without breaching Purchase Agreement and the holders of the Company’s obligations under other outstanding warrants issued pursuant to the rules or regulations Exercise Agreement shall be entitled to a portion of the Principal Market Issuable Maximum equal to the quotient obtained by dividing (x) the number Holder’s original Subscription Amount plus the aggregate cash exercise price expended by the Holder pursuant to the Exercise Agreement by (y) the aggregate original Subscription Amount of shares which may be issued without violating such rules and regulationsall holders pursuant to the Purchase Agreement plus the aggregate cash exercise price expended by all holders pursuant to the Exercise Agreement. In addition, the “Exchange Cap”), except Holder may allocate its pro-rata portion of the Issuable Maximum among any of the outstanding warrants issued pursuant to the Purchase Agreement or the Exercise Agreement that such limitation are held by the Holder in its sole discretion. Such portion shall not apply be adjusted upward ratably in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules a holder of the Principal Market for issuances Company’s warrants no longer holds any such warrants and the amount of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Until such approval or such written opinion is obtained, no initial purchaser of Shares on the Initial Issuance Date (each, a “Buyer”) shall be issued in the aggregate, upon conversion or exercise (as the case may be) of any Shares, or any of the Warrants or otherwise pursuant to the terms of the Warrants or this Certificate of Designations, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient of (1) the aggregate number of Shares issued to such Buyer pursuant to the Securities Purchase Agreement on the Closing Date divided by (2) the aggregate number of Preferred Shares issued to the Buyers pursuant to the Securities Purchase Agreement on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise transfer any of such Buyer’s Shares, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to such portion of such Shares so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion and exercise in full of a holder’s Shares and Warrants, the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon pursuant to its warrants was less than such holder’s conversion pro-rata share of the Issuable Maximum. For avoidance of doubt, until the Reverse Stock Split Date, warrants issued to any registered broker-dealer as a fee in full connection with the Purchase Agreement or the Exercise Agreement shall provide that such warrants shall not be allocated any portion of such Preferred Shares the Issuable Maximum and such holder’s exercise in full of such Warrants shall be allocated, to unexercisable until the respective Exchange Cap Allocations of the remaining holders of Shares and related Warrants on a pro rata basis in proportion to the shares of Common Reverse Stock underlying the Shares and related Warrants then held by each such holder of Shares and related WarrantsSplit Date.

Issuance Restrictions. The If the Company shall has not obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (i) pursuant to the conversion of any Debentures issued pursuant to the Purchase Agreement, (ii) upon prior exercise of this or any other Warrant if issued pursuant to the issuance of such shares of Common Stock Purchase Agreement and (taken together iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of all other shares of Common Stock upon conversion of the Shares Securities pursuant to the terms Purchase Agreement, would exceed ______________3, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Certificate Common Stock that occur after the date of Designation) would exceed the aggregate Purchase Agreement (such number of shares of Common Stock which shares, the Company may issue upon exercise or conversion (as “Issuable Maximum”). The Holder and the case may be) holders of the Warrants, the Shares or otherwise other Warrants issued pursuant to the respective terms thereof without breaching the Company’s obligations under the rules or regulations Purchase Agreement shall be entitled to a portion of the Principal Market Issuable Maximum equal to the quotient obtained by dividing (x) the number Holder’s original Subscription Amount by (y) the aggregate original Subscription Amount of shares which may be issued without violating such rules and regulationsall holders pursuant to the Purchase Agreement. In addition, the “Exchange Cap”), except that such limitation Holder may allocate its pro-rata portion of the Issuable Maximum among Warrants held by it in its sole discretion. Such portion shall not apply be adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the Company (A) obtains the approval amount of shares issued to such Purchaser pursuant to its stockholders as required by the applicable rules Warrants was less than such Purchaser’s pro-rata share of the Principal Market for issuances Issuable Maximum. For avoidance of shares of Common Stock doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in excess of such amount or (B) obtains a written opinion from outside counsel to connection with the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Until such approval or such written opinion is obtained, no initial purchaser of Shares on the Initial Issuance Date (each, a “Buyer”) shall be Securities issued in the aggregate, upon conversion or exercise (as the case may be) of any Shares, or any of the Warrants or otherwise pursuant to the terms of the Warrants or this Certificate of Designations, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient of (1) the aggregate number of Shares issued to such Buyer pursuant to the Securities Purchase Agreement on the Closing Date divided by as described in clause (2iii) the aggregate number of Preferred Shares issued to the Buyers pursuant to the Securities Purchase Agreement on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event above shall provide that any Buyer such warrants shall sell or otherwise transfer any of such Buyer’s Shares, the transferee shall not be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to such portion of such Shares so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the any portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion Issuable Maximum and exercise in full of a holder’s Shares and Warrants, the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such Preferred Shares and such holder’s exercise in full of such Warrants shall be allocated, to the respective Exchange Cap Allocations of the remaining holders of Shares unexercisable unless and related Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Shares until such Shareholder Approval is obtained and related Warrants then held by each such holder of Shares and related Warrants.effective. ______________________

Issuance Restrictions. The If the Company shall has not obtained Stockholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (A) pursuant to the conversion of any Preferred Stock issued pursuant to any of the Purchase Agreements, (B) upon prior exercise of this or any other Warrant if issued pursuant to any of the issuance of such shares of Common Stock Purchase Agreements and (taken together C) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of all other Securities pursuant to the Purchase Agreements, would exceed 2,770,160 shares of Common Stock upon conversion Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Shares Common Stock that occur after the date of the Purchase Agreement (such number of shares, the “Issuable Maximum”). Holder and the holders of the other Warrants issued pursuant to the terms Purchase Agreement shall be entitled to a portion of the Certificate of DesignationIssuable Maximum equal to the quotient obtained by dividing (x) would exceed Holder’s original Subscription Amount by (y) the aggregate number original Subscription Amount of shares of Common Stock which the Company may issue upon exercise or conversion (as the case may be) of the Warrants, the Shares or otherwise all holders pursuant to the respective terms thereof without breaching the Company’s obligations under the rules or regulations Purchase Agreements. In addition, Holder may allocate its pro-rata portion of the Principal Market (the number of shares which may Issuable Maximum among Warrants held by it in its sole discretion. Such portion shall be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply adjusted upward ratably in the event that a Purchaser no longer holds any Warrants and the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances amount of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Until such approval or such written opinion is obtained, no initial purchaser of Shares on the Initial Issuance Date (each, a “Buyer”) shall be issued in the aggregate, upon conversion or exercise (as the case may be) of any Shares, or any of the Warrants or otherwise pursuant to the terms of the Warrants or this Certificate of Designations, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient of (1) the aggregate number of Shares issued to such Buyer Purchaser pursuant to its Warrants was less than such Purchaser’s pro-rata share of the Securities Purchase Agreement on the Closing Date divided by (2) the aggregate number of Preferred Shares issued to the Buyers pursuant to the Securities Purchase Agreement on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”)Issuable Maximum. In the event that any Buyer Holder shall sell or otherwise transfer any of such BuyerHolder’s SharesWarrants, the transferee shall be allocated a pro rata portion of such BuyerHolder’s Exchange Cap Allocation with respect to such portion of such Shares so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transfereeIssuable Maximum. Upon conversion For avoidance of doubt, unless and exercise in full of a holder’s Shares until any required Stockholder Approval is obtained and Warrantseffective, the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Purchase Agreements as described in clause (C) above shall provide that such holder upon such holder’s conversion in full warrants shall not be allocated any portion of such Preferred Shares the Issuable Maximum and such holder’s exercise in full of such Warrants shall be allocated, to the respective Exchange Cap Allocations of the remaining holders of Shares unexercisable unless and related Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Shares until such Stockholder Approval is obtained and related Warrants then held by each such holder of Shares and related Warrantseffective.

Issuance Restrictions. The If the Company shall has not issue obtained Shareholder Approval, then the Company may not issue, upon exercise of this Warrant, a number of shares of Common Stock, which, when aggregated with any shares of Common Stock upon exercise of this Warrant if issued on or after the issuance of such shares of Common Stock Initial Exercise Date (taken together i) in connection with the issuance of all other shares of Common Stock upon conversion of the Shares pursuant to the terms of the Certificate of Designation) would exceed the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion (as the case may be) of the Warrants, the Shares or otherwise pursuant to the respective terms thereof without breaching Purchase Agreement (the Company’s obligations under “Shares”), (ii) upon prior exercise of this or any other Warrant issued pursuant to the rules or regulations Purchase Agreement, (iii) upon exercise of any Series B Prefunded Warrants issued pursuant to the Purchase Agreement and (iv) upon conversion of any Preferred Stock issued pursuant to the Purchase Agreement, would exceed 572,207 shares of Common Stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Principal Market Common Stock that occur after the date of the Purchase Agreement (the such number of shares which may be issued without violating such rules and regulationsshares, the “Exchange CapIssuable Maximum”). The Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the Holder’s original Subscription Amount pursuant to the Purchase Agreement by (y) the aggregate original Subscription Amount of all holders pursuant to the Purchase Agreement. In addition, except that such limitation the Holder may allocate its pro-rata portion of the Issuable Maximum among the Shares, Preferred Stock, Series B Prefunded Warrants and Warrants held by it in its sole discretion. Such Holder’s portion shall not apply be adjusted upward ratably in the event that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Until such approval or such written opinion is obtained, holder no initial purchaser of Shares on the Initial Issuance Date (each, a “Buyer”) shall be issued in the aggregate, upon conversion or exercise (as the case may be) of longer holds any Shares, or any of the Preferred Stock, Series B Prefunded Warrants or otherwise Warrants and the amount of shares issued to such Holder in connection with its Shares pursuant to the terms Purchase Agreement and pursuant to such Holder’s Preferred Stock, Series B Prefunded Warrants and Warrants was less than such Holder’s pro-rata share of the Warrants or this Certificate Issuable Maximum. For avoidance of Designationsdoubt, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient of (1) the aggregate number of Shares unless and until Shareholder Approval is obtained and effective, warrants issued to such Buyer any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Securities Purchase Agreement on the Closing Date divided by (2) the aggregate number of Preferred Shares issued to the Buyers pursuant to the Securities Purchase Agreement on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event shall provide that any Buyer such warrants shall sell or otherwise transfer any of such Buyer’s Shares, the transferee shall not be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to such portion of such Shares so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the any portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion Issuable Maximum and exercise in full of a holder’s Shares and Warrants, the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such Preferred Shares and such holder’s exercise in full of such Warrants shall be allocated, to the respective Exchange Cap Allocations of the remaining holders of Shares unexercisable unless and related Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Shares until such Shareholder Approval is obtained and related Warrants then held by each such holder of Shares and related Warrantseffective.

Issuance Restrictions. The Notwithstanding anything to the contrary contained in this Warrant, the Company shall not issue any shares of Common Stock upon exercise of this Warrant to a Holder that is a January 2018 Investor if the issuance of such shares of Common Stock (taken would, together with the any other issuance of all other shares of Common Stock upon conversion of the Shares pursuant to the terms of the Certificate of Designation) would exceed the aggregate number of shares of Common Stock which by the Company may issue upon exercise or conversion to any January 2018 Investor that would be aggregated with such proposed issuance, exceed ________3 (as subject to adjustment for forward and reverse stock splits, recapitalizations and the case may belike) of the Warrants, the Shares or otherwise pursuant to the respective terms thereof without breaching the Company’s obligations under the rules or regulations of the Principal Market (the such number of shares which may be issued without violating such rules and regulationsshares, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (Ai) obtains the approval of its stockholders as required by the applicable rules of the Principal Trading Market for the issuances of shares of Common Stock in excess of such the Exchange Cap amount or (Bii) obtains a written opinion waiver from outside counsel to the Company that Trading Market of all applicable listing rules requiring such approval is not required, which opinion shall be reasonably satisfactory to the Required Holdersstockholder approval. Until such approval or such written opinion is obtained, no initial purchaser of Shares on the Initial Issuance Date (each, a “Buyer”The Exchange Cap limitation set forth in this Section 2(g) shall be issued in the aggregate, upon conversion or exercise (as the case may be) of any Shares, or any of the Warrants or otherwise pursuant to the terms of the Warrants or this Certificate of Designations, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient of (1) the aggregate number of Shares issued to such Buyer pursuant to the Securities Purchase Agreement on the Closing Date divided by (2) the aggregate number of Preferred Shares issued to the Buyers pursuant to the Securities Purchase Agreement on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise transfer any of such Buyer’s Shares, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to such portion of such Shares so transferred, and the restrictions of the prior sentence shall only apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion and exercise in full of a holder’s Shares and Warrants, the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such Preferred Shares and such holder’s exercise in full of such Warrants shall be allocated, to the respective Exchange Cap Allocations of the remaining holders of Shares and related Warrants on a pro rata basis in proportion to the shares of Common Stock underlying that may be issued upon the Shares exercise of the Warrants purchased by the January 2018 Investors pursuant to the participation rights granted in accordance with Section 4.11 of the January 2018 SPA. Any Holder that is a January 2018 Investor shall be entitled to a portion of the Exchange Cap equal to the quotient obtained by dividing (x) the original Stated Value (as such term is defined in the Certificate of Designation of Preferences, Rights and related Limitations of Series 5 Convertible Preferred Stock dated ________ (the “Certificate of Designation”)) of such January 2018 Investor’s Preferred Stock (as defined in the Certificate of Designation) by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date (as defined in the Certificate of Designation) to all Holders that are January 2018 Investors. In addition, any Holder that is a January 2018 Investor may allocate its pro-rata portion of the Exchange Cap among Preferred Stock and Warrants then held by each it in its sole discretion. Such portion shall be adjusted upward ratably in the event such holder January 2018 Investor no longer holds any Preferred Stock or Warrants and the amount of Shares shares issued to such January 2018 Investor pursuant to its Preferred Stock and related WarrantsWarrants was less than such January 2018 Investor’s pro-rata share of the Exchange Cap.

Issuance Restrictions. The If the Company shall has not obtained Shareholder Approval, then the Company may not issue upon exercise of this Warrant a number of shares of Common Stock, which, when aggregated with any shares of Common Stock issued (A) pursuant to the Purchase Agreement, (B) upon prior exercise of this or any other Warrant if issued pursuant to the issuance of such shares of Common Stock Purchase Agreement and (taken together C) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of all other shares of Common Stock upon conversion of the Shares Securities pursuant to the terms Purchase Agreement, would exceed ______________(1), subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Certificate Common Stock that occur after the date of Designation) would exceed the aggregate Purchase Agreement (such number of shares of Common Stock which shares, the Company may issue upon exercise or conversion (as "ISSUABLE MAXIMUM"). The Purchaser and the case may be) holders of the Warrants, the Shares or otherwise other Warrants issued pursuant to the respective terms thereof without breaching the Company’s obligations under the rules or regulations Purchase Agreement shall be entitled to a portion of the Principal Market Issuable Maximum equal to the quotient obtained by dividing (x) such Purchaser's original Subscription Amount by (y) the number aggregate original Subscription Amount of shares which may be issued without violating such rules and regulationsall holders pursuant to the Purchase Agreement. In addition, the “Exchange Cap”), except that such limitation Purchaser may allocate its pro-rata portion of the Issuable Maximum among Warrants held by it in its sole discretion. Such portion shall not apply be adjusted upward ratably in the event any purchaser (or its successors or assigns) that the Company (A) obtains the approval of its stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the Required Holders. Until such approval or such written opinion is obtained, no initial purchaser of Shares on the Initial Issuance Date (each, a “Buyer”) shall be was issued in the aggregate, upon conversion or exercise (as the case may be) of any Shares, or any of the Warrants or otherwise warrants pursuant to the terms Purchase Agreement no longer holds any Warrants and the amount of the Warrants or this Certificate of Designations, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient of (1) the aggregate number of Shares issued to such Buyer purchaser pursuant to its Warrants was less than such purchaser's pro-rata share of the Issuable Maximum. For avoidance of doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Securities issued pursuant to the Securities Purchase Agreement on the Closing Date divided by as described in (2C) the aggregate number of Preferred Shares issued to the Buyers pursuant to the Securities Purchase Agreement on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event above shall provide that any Buyer such warrants shall sell or otherwise transfer any of such Buyer’s Shares, the transferee shall not be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to such portion of such Shares so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the any portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion Issuable Maximum and exercise in full of a holder’s Shares and Warrants, the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such Preferred Shares and such holder’s exercise in full of such Warrants shall be allocated, to the respective Exchange Cap Allocations of the remaining holders of Shares unexercisable unless and related Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Shares until such Shareholder Approval is obtained and related Warrants then held by each such holder of Shares and related Warrantseffective.

Issuance Restrictions. The Notwithstanding anything to the contrary contained in this Warrant, the Company shall not issue any shares of Common Stock upon exercise of this Warrant to a Holder that is a January 2018 Investor if the issuance of such shares of Common Stock (taken would, together with the any other issuance of all other shares of Common Stock upon conversion of the Shares pursuant to the terms of the Certificate of Designation) would exceed the aggregate number of shares of Common Stock which by the Company may issue to any January 2018 Investor upon the exercise or conversion (as of other Warrants or the case may be) of the Warrants, the Shares or otherwise pursuant to the respective terms thereof without breaching the Company’s obligations under the rules or regulations of the Principal Market Series 5 Convertible Preferred Stock (the “Preferred Stock”), as applicable, exceed ________3 (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares which may be issued without violating such rules and regulationsshares, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (Ai) obtains the approval of its stockholders as required by the applicable rules of the Principal Nasdaq Stock Market LLC for the issuances of shares of Common Stock in excess of such the Exchange Cap amount or (Bii) obtains a written opinion waiver from outside counsel to the Company that Nasdaq Stock Market LLC of all applicable listing rules requiring such approval is not required, which opinion shall be reasonably satisfactory to the Required Holdersstockholder approval. Until such approval or such written opinion is obtained, no initial purchaser of Shares on the Initial Issuance Date (each, a “Buyer”The Exchange Cap limitation set forth in this Section 2(g) shall be issued in the aggregate, upon conversion or exercise (as the case may be) of any Shares, or any of the Warrants or otherwise pursuant to the terms of the Warrants or this Certificate of Designations, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by (ii) the quotient of (1) the aggregate number of Shares issued to such Buyer pursuant to the Securities Purchase Agreement on the Closing Date divided by (2) the aggregate number of Preferred Shares issued to the Buyers pursuant to the Securities Purchase Agreement on the Closing Date (with respect to each Buyer, the “Exchange Cap Allocation”). In the event that any Buyer shall sell or otherwise transfer any of such Buyer’s Shares, the transferee shall be allocated a pro rata portion of such Buyer’s Exchange Cap Allocation with respect to such portion of such Shares so transferred, and the restrictions of the prior sentence shall only apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Upon conversion and exercise in full of a holder’s Shares and Warrants, the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such Preferred Shares and such holder’s exercise in full of such Warrants shall be allocated, to the respective Exchange Cap Allocations of the remaining holders of Shares and related Warrants on a pro rata basis in proportion to the shares of Common Stock underlying that may be issued upon the Shares exercise or conversion of the Warrants or Preferred Stock, as applicable, purchased by the January 2018 Investors pursuant to the participation rights granted in accordance with Section 4.11 of the January 2018 SPA. Any Holder that is a January 2018 Investor shall be entitled to a portion of the Exchange Cap equal to the quotient obtained by dividing (x) the original Stated Value (as such term is defined in the Certificate of Designation of Preferences, Rights and related Limitations of Series 5 Convertible Preferred Stock dated ________ (the “Certificate of Designation”)) of such January 2018 Investor’s Preferred Stock by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date (as defined in the Certificate of Designation) to all Holders that are January 2018 Investors. In addition, any Holder that is a January 2018 Investor may allocate its pro-rata portion of the Exchange Cap among Preferred Stock and Warrants then held by each it in its sole discretion. Such portion shall be adjusted upward ratably in the event such holder January 2018 Investor no longer holds any Preferred Stock or Warrants and the amount of Shares shares issued to such January 2018 Investor pursuant to its Preferred Stock and related WarrantsWarrants was less than such January 2018 Investor’s pro-rata share of the Exchange Cap.