Common use of Limitation on Beneficial Ownership Clause in Contracts

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own a number of shares of Common Stock in excess of the Maximum Percentage. The “Maximum Percentage” shall be set at 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such exercise (to the extent permitted pursuant to this Section 1(d), such 4.99% subject to adjustment for the Combined A+B Proviso (as defined below)). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock beneficially owned by the Holder, plus the number of shares of Common Stock issuable upon exercise of this Warrant that would result in the Holder holding the Maximum Percentage of the number of outstanding shares of Common Stock. Furthermore, to the extent Holder or its Attribution Parties beneficially own Class A Common Stock (whether directly or indirectly through the exercise or conversion of another security), the Maximum Percentage shall be automatically adjusted from time to time such that Holder’s beneficial ownership of the Company’s Common Stock and Class A Common Stock issuable pursuant to the exercise of this Warrant (to the extent permitted pursuant to this Section 1(d)), when combined with Class A Common Stock beneficially owned by the Holder (taking into account any limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 1(d)) on an aggregated basis shall not exceed 4.99% of the Common Stock and Class A Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such exercise (to the extent permitted pursuant to this Section 1(d)) (the foregoing collectively, the “Combined A+B Provisio”). For purposes of this Section 1(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of this Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock and Class A Common Stock as reflected, if applicable, in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company, including as may be requested by the Holder in writing, which the Company shall promptly provide, setting forth the number of shares of Common Stock or Class A Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock or Class A Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock or Class A Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(d), to exceed the Maximum Percentage, the Holder shall notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the 174 Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (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. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares and the Holder shall transfer the Excess Shares to the Company. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(d) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this WarrantRedemption (other than a Redemption pursuant to Section 11.07 hereof), and the Holder any Electing Redeeming Member shall not have the right to exercise any portion of this WarrantRedemption, pursuant to the terms and conditions of this Warrant Section 11 and any such exercise Redemption shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder such Electing Redeeming Member together with the other Attribution Parties collectively would beneficially own a number of shares of Class A Common Stock in excess of the Maximum Percentage. The “Maximum Percentage” shall be set at 4.99% of the number of shares of the Class A Common Stock outstanding immediately after giving effect to the issuance of shares of Class A Common Stock pursuant to such exercise Redemption (to the extent permitted pursuant to this Section 1(d11.01(a)(iv)), such 4.99% subject to adjustment for the Combined A+B Proviso (as defined below)). For purposes of the foregoing sentence, the aggregate number of shares of Class A Common Stock beneficially owned by the Holder Electing Redeeming Member shall include the number of shares of Class A Common Stock beneficially owned by the HolderElecting Redeeming Member, plus the number of shares of Class A Common Stock issuable upon exercise of this Warrant Redemption by the Electing Redeeming Member that would result in the Holder Electing Redeeming Member holding the Maximum Percentage of the number of outstanding shares of Class A Common Stock. Furthermore, to the extent Holder the Electing Redeeming Member or its Attribution Parties beneficially own any shares of Class A B Common Stock (whether directly or indirectly through the exercise or conversion of another security)a Class B Warrant, the Maximum Percentage shall be automatically adjusted from time to time such that Holderthe Electing Redeeming Member’s beneficial ownership of the Company’s Common Stock and Class A Common Stock issuable pursuant to the exercise of this Warrant such Redemption (to the extent permitted pursuant to this Section 1(d11.01(a)(iv)), when combined with Class A B Common Stock beneficially owned by the Holder Electing Redeeming Member (taking into account any limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 1(d11.01(a)(iv)) ), on an aggregated basis shall not exceed 4.99% of the Class A Common Stock and Class A B Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Class A Common Stock pursuant to such exercise Redemption (to the extent permitted pursuant to this Section 1(d11.01(a)(iv)) (the foregoing collectively, the “Combined A+B ProvisioProviso”). For purposes of this Section 1(d11.01(a)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of this WarrantSection 11.01(a)(iv), in determining the number of outstanding shares of Class A Common Stock the Holder Electing Redeeming Member may acquire upon the exercise of this Warrant a Redemption, without exceeding the Maximum Percentage, the Holder Electing Redeeming Member may rely on the number of outstanding shares of Class A Common Stock and Class A B Common Stock as reflected, if applicable, in (x) the CompanyCorporation’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public announcement by the Company Corporation or (z) any other written notice by the CompanyCompany or the Corporation, including as may be requested by the Holder Electing Redeeming Member in writing, which the Company or the Corporation shall promptly provide, setting forth the 106 number of shares of Class A Common Stock or Class A B Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise a Redemption Notice from the Holder Electing Redeeming Member at a time when the actual number of outstanding shares of Class A Common Stock or Class A B Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder Electing Redeeming Member in writing of the number of shares of Class A Common Stock or Class A B Common Stock then outstanding and, to the extent that such Exercise Redemption Notice would otherwise cause the HolderElecting Redeeming Member’s beneficial ownership, as determined pursuant to this Section 1(d11.01(a)(iv), to exceed the Maximum Percentage, the Holder Electing Redeeming Member shall notify the Company of a reduced number of Warrant Shares Redeemed Units to be purchased redeemed pursuant to such Exercise Redemption Notice (the number of shares by which such purchase Redemption is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the 174 Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares). In the event that the issuance of Class A Common Stock to the Holder upon exercise of this Warrant Electing Redeeming Member results in the Holder Electing Redeeming Member and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Class A Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s Electing Redeeming Member and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder Electing Redeeming Member shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return any Common Units and shares of Class A Common Stock tendered by the Electing Redeeming Member corresponding to the Holder the exercise price paid by the Holder for the Excess Shares Shares, and the Holder Electing Redeeming Member shall transfer the Excess Shares to the Company. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(d11.01(a)(iv) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(d11.01(a)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrantwaived. By written notice to the Company, the Holder Electing Redeeming Member may from time to time increase or decrease the Maximum Percentage applicable to the Electing Redeeming Member to any other percentage; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this WarrantRedemption (other than a Redemption pursuant to Section 11.07 hereof), and the Holder any Electing Redeeming Member shall not have the right to exercise any portion of this WarrantRedemption, pursuant to the terms and conditions of this Warrant Section 11 and any such exercise Redemption shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder such Electing Redeeming Member together with the other Attribution Parties collectively would beneficially own a number of shares of Class A Common Stock in excess of the Maximum Percentage. The “Maximum Percentage” shall be set at 4.99% of the number of shares of the Class A Common Stock outstanding immediately after giving effect to the issuance of shares of Class A Common Stock pursuant to such exercise Redemption (to the extent permitted pursuant to this Section 1(d11.01(a)(iv)), such 4.99% subject to adjustment for the Combined A+B Proviso (as defined below)). For purposes of the foregoing sentence, the aggregate number of shares of Class A Common Stock beneficially owned by the Holder Electing Redeeming Member shall include the number of shares of Class A Common Stock beneficially owned by the HolderElecting Redeeming Member, plus the number of shares of Class A Common Stock issuable upon exercise of this Warrant Redemption by the Electing Redeeming Member that would result in the Holder Electing Redeeming Member holding the Maximum Percentage of the number of outstanding shares of Class A Common Stock. Furthermore, to the extent Holder the Electing Redeeming Member or its Attribution Parties beneficially own any shares of Class A B Common Stock (whether directly or indirectly through the exercise or conversion of another security)a Class B Warrant, the Maximum Percentage shall be automatically adjusted from time to time such that Holderthe Electing Redeeming Member’s beneficial ownership of the Company’s Common Stock and Class A Common Stock issuable pursuant to the exercise of this Warrant such Redemption (to the extent permitted pursuant to this Section 1(d11.01(a)(iv)), when combined with Class A B Common Stock beneficially owned by the Holder Electing Redeeming Member (taking into account any limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 1(d11.01(a)(iv)) on an aggregated basis shall not exceed 4.99% of the Class A Common Stock and Class A B Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Class A Common Stock pursuant to such exercise Redemption (to the extent permitted pursuant to this Section 1(d11.01(a)(iv)) (the foregoing collectively, the “Combined A+B ProvisioProviso”). For purposes of this Section 1(d11.01(a)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of this WarrantSection 11.01(a)(iv), in determining the number of outstanding shares of Class A Common Stock the Holder Electing Redeeming Member may acquire upon the exercise of this Warrant a Redemption, without exceeding the Maximum Percentage, the Holder Electing Redeeming Member may rely on the number of outstanding shares of Class A Common Stock and Class A B Common Stock as reflected, if applicable, in (x) the CompanyCorporation’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public announcement by the Company Corporation or (z) any other written notice by the CompanyCompany or the Corporation, including as may be requested by the Holder Electing Redeeming Member in writing, which the Company or the Corporation shall promptly provide, setting forth the number of shares of Class A Common Stock or Class A B Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise a Redemption Notice from the Holder Electing Redeeming Member at a time when the actual number of outstanding shares of Class A Common Stock or Class A B Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder Electing Redeeming Member in writing of the number of shares of Class A Common Stock or Class A B Common Stock then outstanding and, to the extent that such Exercise Redemption Notice would otherwise cause the HolderElecting Redeeming Member’s beneficial ownership, as determined pursuant to this Section 1(d11.01(a)(iv), to exceed the Maximum Percentage, the Holder Electing Redeeming Member shall notify the Company of a reduced number of Warrant Shares Redeemed Units to be purchased redeemed pursuant to such Exercise Redemption Notice (the number of shares by which such purchase Redemption is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the 174 Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares). In the event that the issuance of Class A Common Stock to the Holder upon exercise of this Warrant Electing Redeeming Member results in the Holder Electing Redeeming Member and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Class A Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s Electing Redeeming Member and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder Electing Redeeming Member shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return any Common Units and shares of Class A Common Stock tendered by the Electing Redeeming Member corresponding to the Holder the exercise price paid by the Holder for the Excess Shares Shares, and the Holder Electing Redeeming Member shall transfer the Excess Shares to the Company. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(d11.01(a)(iv) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(d11.01(a)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrantwaived. By written notice to the Company, the Holder Electing Redeeming Member may from time to time increase or decrease the Maximum Percentage applicable to the Electing Redeeming Member to any other percentage; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this WarrantRedemption (other than a Redemption pursuant to Section 11.07 hereof), and the Holder any Electing Redeeming Member shall not have the right to exercise any portion of this WarrantRedemption, pursuant to the terms and conditions of this Warrant Section 11.01 and any such exercise Redemption shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder such Electing Redeeming Member together with the other Attribution Parties collectively would beneficially own a number of shares of Class A Common Stock in excess of the Maximum Percentage. The “Maximum Percentage” shall be set at 4.99% of the number of shares of the Class A Common Stock outstanding immediately after giving effect to the issuance of shares of Class A Common Stock pursuant to such exercise Redemption (to the extent permitted pursuant to this Section 1(d11.01(a)(iv)), such 4.99% subject to adjustment for the Combined A+B Proviso (as defined below)). For purposes of the foregoing sentence, the aggregate number of shares of Class A Common Stock beneficially owned by the Holder Electing Redeeming Member shall include the number of shares of Class A Common Stock beneficially owned by the HolderElecting Redeeming Member, plus the number of shares of Class A Common Stock issuable upon exercise of this Warrant Redemption by the Electing Redeeming Member that would result in the Holder Electing Redeeming Member holding the Maximum Percentage of the number of outstanding shares of Class A Common Stock. Furthermore, to the extent Holder the Electing Redeeming Member or its Attribution Parties beneficially own Class A B Common Stock (whether directly or indirectly through the exercise or conversion of another security)Class B Warrants, the Maximum Percentage shall be automatically adjusted from time to time such that Holderthe Electing Redeeming Member’s beneficial ownership of the Company’s Common Stock and Class A Common Stock issuable pursuant to the exercise of this Warrant such Redemption (to the extent permitted pursuant to this Section 1(d11.01(a)(iv)), when combined with Class A B Common Stock beneficially owned by the Holder Electing Redeeming Member (taking into account any limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 1(d11.01(a)(iv)) on an aggregated basis shall not exceed 4.99% of the Class A Common Stock and Class A B Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Class A Common Stock pursuant to such exercise Redemption (to the extent permitted pursuant to this Section 1(d11.01(a)(iv)) (the foregoing collectively, the “Combined A+B ProvisioProviso”). For purposes of this Section 1(d11.01(a)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of this WarrantSection 11.01(a)(iv), in determining the number of outstanding shares of Class A Common Stock the Holder Electing Redeeming Member may acquire upon the exercise of this Warrant a Redemption, without exceeding the Maximum Percentage, the Holder Electing Redeeming Member may rely on the number of outstanding shares of Class A Common Stock and Class A B Common Stock as reflected, if applicable, in (x) the CompanyCorporation’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public announcement by the Company Corporation or (z) any other written notice by the CompanyCompany or the Corporation, including as may be requested by the Holder Electing Redeeming Member in writing, which the Company or the Corporation shall promptly provide, setting forth the number of shares of Class A Common Stock or Class A B Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise a Redemption Notice from the Holder Electing Redeeming Member at a time when the actual number of outstanding shares of Class A Common Stock or Class A B Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder Electing Redeeming Member in writing of the number of shares of Class A Common Stock or Class A B Common Stock then outstanding and, to the extent that such Exercise Redemption Notice would otherwise cause the HolderElecting Redeeming Member’s beneficial ownership, as determined pursuant to this Section 1(d11.01(a)(iv), to exceed the Maximum Percentage, the Holder Electing Redeeming Member shall notify the Company of a reduced number of Warrant Shares Redeemed Units to be purchased redeemed pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the 174 Company shall return to the Holder any exercise price paid by the Holder for the Reduction SharesRedemption Notice. In the event that the issuance of Class A Common Stock to the Holder upon exercise of this Warrant Electing Redeeming Member results in the Holder Electing Redeeming Member and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Class A Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s Electing Redeeming Member and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder Electing Redeeming Member shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return any Common Units and shares of Class A Common Stock tendered by the Electing Redeeming Member corresponding to the Holder the exercise price paid by the Holder for the Excess Shares Shares, and the Holder Electing Redeeming Member shall transfer the Excess Shares to the Company. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(d11.01(a)(iv) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(d11.01(a)(iv) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrantwaived. By written notice to the Company, the Holder Electing Redeeming Member may from time to time increase or decrease the Maximum Percentage applicable to the Electing Redeeming Member to any other percentage; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own a number of shares of Common Stock in excess of 4.99% (the Maximum Percentage. The “Maximum Percentage” shall be set at 4.99% ”) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such exercise (to the extent permitted pursuant to this Section 1(d), such 4.99% subject to adjustment for the Combined A+B Proviso (as defined below))exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock beneficially owned held by the Holder, Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant that would result in with respect to which the Holder holding the Maximum Percentage determination of the number of outstanding such sentence is being made, but shall exclude shares of Common Stock. Furthermore, to the extent Holder or its Attribution Parties beneficially own Class A Common Stock which would be issuable upon (whether directly or indirectly through the A) exercise or conversion of another security), the Maximum Percentage shall be automatically adjusted from time to time such that Holder’s beneficial ownership of the Company’s Common Stock and Class A Common Stock issuable pursuant to the exercise remaining, unexercised portion of this Warrant (to the extent permitted pursuant to this Section 1(d)), when combined with Class A Common Stock beneficially owned by the Holder or any of the other Attribution Parties and (taking into account B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the SPA Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 1(d)) on an aggregated basis shall not exceed 4.99% of the Common Stock and Class A Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such exercise (to the extent permitted pursuant to this Section 1(d)) (the foregoing collectively, the “Combined A+B Provisio”1(f). For purposes of this Section 1(d1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of this Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock and Class A Common Stock as reflected, if applicable, reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public announcement by the Company or (z3) any other written notice by the Company, including as may be requested by Company or the Holder in writing, which the Company shall promptly provide, Transfer Agent setting forth the number of shares of Common Stock or Class A Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the a Holder at a time when the actual number of outstanding shares of Common Stock or Class A Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the such Holder in writing of the number of shares of Common Stock or Class A Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(d1(f), to exceed the Maximum Percentage, the Holder shall must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the 174 Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (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. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares and the Holder shall transfer the Excess Shares Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 4.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of SPA Warrants that is not an Attribution Party. No prior inability to exercise For purposes of clarity, the shares of Common Stock underlying this Warrant pursuant to this paragraph shall have any effect on the applicability in excess of the provisions Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of this paragraph with respect to any subsequent determination Section 13(d) or Rule 16a-1(a)(1) of exercisabilitythe 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(d1(f) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(d1(f) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise any conversion of any portion of this WarrantPreferred Shares, and the no Holder shall not have the right to exercise convert any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madePreferred Shares, to the extent that after giving effect to such exerciseconversion, the Holder beneficial owner of such shares (together with the other Attribution Parties collectively such Person’s affiliates) would beneficially own have acquired, through conversion of Preferred Shares or otherwise, beneficial ownership of a number of shares of Common Stock that exceeds the percentage set forth opposite each Holder’s name in excess column (8) of the Maximum Percentage. The Schedule of Buyers to the Securities Purchase Agreement (“Maximum Percentage” shall be set at 4.99% ”) of the number of shares of the Common Stock outstanding immediately after giving effect to such conversion. The Company shall not give effect to any voting rights of the issuance of shares of Common Stock Preferred Shares, and any Holder shall not have the right to exercise voting rights with respect to any Preferred Shares pursuant to such exercise (hereto, to the extent permitted pursuant that giving effect to this Section 1(d), such 4.99% subject voting rights would result in such Holder (together with its affiliates) being deemed to adjustment for the Combined A+B Proviso (as defined below)). For purposes beneficially own in excess of the foregoing sentence, Maximum Percentage of the aggregate number of shares of Common Stock beneficially owned by outstanding immediately after giving effect to such exercise, assuming such exercise as being equivalent to conversion. For purposes of the Holder shall include foregoing, the number of shares of Common Stock beneficially owned by the Holder, plus a Person and its affiliates shall include the number of shares of Common Stock issuable upon exercise conversion of this Warrant that would result in the Holder holding Preferred Shares with respect to which the Maximum Percentage determination of such sentence is being made, but shall exclude the number of outstanding shares of Common Stock. FurthermoreStock which would be issuable upon (A) conversion of the remaining, to the extent Holder nonconverted Preferred Shares beneficially owned by such Person or any of its Attribution Parties beneficially own Class A Common Stock affiliates and (whether directly or indirectly through the B) exercise or conversion of another security), the Maximum Percentage shall be automatically adjusted from time to time such that Holder’s beneficial ownership unexercised or unconverted portion of any other securities of the Company’s Common Stock and Class A Common Stock issuable pursuant Company (including, without limitation, any notes or warrants) subject to the exercise of this Warrant (to the extent permitted pursuant to this Section 1(d)), when combined with Class A Common Stock beneficially owned by the Holder (taking into account any a limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 1(d)) on an aggregated basis shall not exceed 4.99% beneficially owned by such Person or any of its affiliates. Except as set forth in the Common Stock and Class A Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such exercise (to the extent permitted pursuant to this Section 1(d)) (the foregoing collectivelypreceding sentence, the “Combined A+B Provisio”). For for purposes of this Section 1(d)7, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended. For purposes of this WarrantSection 7, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum PercentageStock, the a Holder may rely on the number of outstanding shares of Common Stock and Class A Common Stock as reflected, if applicable, reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on KSB, Form 10-Q, Form 10-QSB or Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”)K, as the case may be, (y2) a more recent public announcement by the Company Company, or (z3) any other written notice by the Company, including as may be requested by Company or the Holder in writing, which the Company shall promptly provide, Transfer Agent setting forth the number of shares of Common Stock or Class A Common Stock outstanding (outstanding. For any reason at any time, upon the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number written request of outstanding shares of Common Stock or Class A Common Stock is less than the Reported Outstanding Share Numberany Holder, the Company shall within one (i1) notify Business Day following the Holder receipt of such notice, confirm orally and in writing of to any such Holder the number of shares of Common Stock or Class A Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(d), to exceed the Maximum Percentage, the Holder shall notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the 174 Company shall return to the Holder any exercise price paid by the Holder for the Reduction Sharesoutstanding. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownany case, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as shall be determined under Section 13(d) after giving effect to the conversion or exercise of securities of the 1934 Act)Company, including the Preferred Shares, by such Holder and its affiliates since the date as of which such number of outstanding shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (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. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares and the Holder shall transfer the Excess Shares to the Company. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(d) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this WarrantCommon Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentagepercentage not in excess of 9.99% specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder providing such written notice and not to any other Holder. Notwithstanding the foregoing, if a Holder has elected “no limit” in column (8) of the Schedule of Buyers to the Securities Purchase Agreement, the limitations set forth in this Section 7 shall not be applicable to such Holder.

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained hereinset forth in this Certificate of Designation, the Company shall not effect the exercise of any at no time may all or a portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall Series A Preferred Stock be null and void and treated as converted if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own a number of shares of Common Stock in excess of the Maximum Percentage. The “Maximum Percentage” shall be set at 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such exercise (to the extent permitted pursuant to this Section 1(d), such 4.99% subject to adjustment for the Combined A+B Proviso (as defined below)). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock beneficially to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the HolderHolder at such time, plus the number of shares of Common Stock issuable upon exercise of this Warrant that which would result in the Holder holding the Maximum Percentage of the number of outstanding shares of Common Stock. Furthermore, to the extent Holder or its Attribution Parties beneficially own Class A Common Stock owning (whether directly or indirectly through the exercise or conversion of another security), the Maximum Percentage shall be automatically adjusted from time to time such that Holder’s beneficial ownership of the Company’s Common Stock and Class A Common Stock issuable pursuant to the exercise of this Warrant (to the extent permitted pursuant to this Section 1(d)), when combined with Class A Common Stock beneficially owned by the Holder (taking into account any limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 1(d)) on an aggregated basis shall not exceed 4.99% of the Common Stock and Class A Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such exercise (to the extent permitted pursuant to this Section 1(d)) (the foregoing collectively, the “Combined A+B Provisio”). For purposes of this Section 1(d), beneficial ownership shall be calculated as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended 1934 (the “1934 Act”) and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, however, that upon the Holder providing the Company with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this Section 4g. with regard to any or all shares of Common Stock issuable upon conversion of the Series A Preferred Stock Series A Preferred Stock, this Section 4g. will be of no force or effect with regard to all or a portion of the Series A Preferred Stock referenced in the 4.99% Waiver Notice but shall in no event waive the 9.99% Beneficial Ownership Limitation described below. Notwithstanding anything to the contrary set forth in this Certificate of Designation, at no time may all or a portion of the Series A Preferred Stock be converted if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time (the “9.99% Beneficial Ownership Limitation” and the lower of the 9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”). By written notice to the Company, a holder of Series A Preferred Stock may from time to time decrease the Maximum Percentage to any other percentage specified in such notice. For purposes of this Warranthereof, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Stock and Class A Common Stock as reflected, if applicable, reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company, including as may be requested by the Holder in writing, which the Company shall promptly provide, or its stock transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or Class oral request of a holder of Series A Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock or Class A Common Stock is less than the Reported Outstanding Share NumberPreferred Stock, the Company shall within three (i3) notify the Holder business days confirm orally and in writing of to such holder the number of shares of Common Stock or Class A Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(d), to exceed the Maximum Percentage, the Holder shall notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the 174 Company shall return to the Holder any exercise price paid by the Holder for the Reduction Sharesoutstanding. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownany case, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as shall be determined under Section 13(d) after giving effect to the conversion or exercise of securities of the 1934 Act)Company, including the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initioSeries A Preferred Stock, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for and its affiliates since the Excess Shares date as of which such number of outstanding shares of Common Stock was reported, which in any event are convertible or exercisable, as the case may be, into shares of the Company’s Common Stock within 60 days’ of such calculation and the Holder shall transfer the Excess Shares which are not subject to a limitation on conversion or exercise analogous to the Company. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisabilitylimitation contained herein. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(d) to the extent necessary 4h. to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 1(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own a number of shares of Common Stock in excess of the Maximum Percentage. The “Maximum Percentage” shall be set at 4.999.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such exercise (to the extent permitted pursuant to this Section 1(d), such 4.99% subject to adjustment for the Combined A+B Proviso (as defined below1(f)). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock beneficially owned by the Holder, Holder plus the number of shares of Common Stock issuable upon exercise of this Warrant that would result in the Holder holding the Maximum Percentage of the number of outstanding shares of Common Stock. Furthermore, to but shall exclude the extent Holder or its Attribution Parties beneficially own Class A number of shares of Common Stock (whether directly or indirectly through the which would be issuable upon exercise or conversion of another security), the Maximum Percentage shall be automatically adjusted from time to time such that Holder’s beneficial ownership unexercised or unconverted portion of any other securities of the Company’s Common Stock and Class A Common Stock issuable pursuant to Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the exercise of this Warrant (to the extent permitted pursuant to this Section 1(d)), when combined with Class A Common Stock other Warrants) beneficially owned by the Holder (taking into account or any other Attribution Party subject to a limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 1(d)) on an aggregated basis shall not exceed 4.99% of the Common Stock and Class A Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such exercise (to the extent permitted pursuant to this Section 1(d)) (the foregoing collectively, the “Combined A+B Provisio”1(f). For purposes of this Section 1(d1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of this Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock and Class A Common Stock as reflected, if applicable, reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company, including as may be requested by Company or the Holder in writing, which the Company shall promptly provide, Transfer Agent setting forth the number of shares of Common Stock or Class A Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock or Class A Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock or Class A Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(d1(f), to exceed the Maximum Percentage, the Holder shall must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the 174 Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (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. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares and the Holder shall transfer the Excess Shares to the Company. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(d1(f) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(d1(f) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentagepercentage not in excess of 19.99% specified in such notice; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained hereinset forth in this Certificate of Designations, the Company shall not effect the exercise of any at no time may all or a portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall Series C Preferred Stock be null and void and treated as converted if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own a number of shares of Common Stock in excess of the Maximum Percentage. The “Maximum Percentage” shall be set at 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such exercise (to the extent permitted pursuant to this Section 1(d), such 4.99% subject to adjustment for the Combined A+B Proviso (as defined below)). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock beneficially to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the HolderHolder at such time, plus the number of shares of Common Stock issuable upon exercise of this Warrant that which would result in the Holder holding the Maximum Percentage of the number of outstanding shares of Common Stock. Furthermore, to the extent Holder or its Attribution Parties beneficially own Class A Common Stock owning (whether directly or indirectly through the exercise or conversion of another security), the Maximum Percentage shall be automatically adjusted from time to time such that Holder’s beneficial ownership of the Company’s Common Stock and Class A Common Stock issuable pursuant to the exercise of this Warrant (to the extent permitted pursuant to this Section 1(d)), when combined with Class A Common Stock beneficially owned by the Holder (taking into account any limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 1(d)) on an aggregated basis shall not exceed 4.99% of the Common Stock and Class A Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such exercise (to the extent permitted pursuant to this Section 1(d)) (the foregoing collectively, the “Combined A+B Provisio”). For purposes of this Section 1(d), beneficial ownership shall be calculated as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended 1934 (the “1934 Act”) and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, however, that upon the Holder providing the Company with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this Section 4(f) with regard to any or all shares of Common Stock issuable upon conversion of the Series C Preferred Stock, this Section 4(f) will be of no force or effect with regard to all or a portion of the Series C Preferred Stock referenced in the 4.99% Waiver Notice but shall in no event waive the 9.99% Beneficial Ownership Limitation described below. Notwithstanding anything to the contrary set forth in this Certificate of Designations, at no time may all or a portion of the Series C Preferred Stock be converted if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time (the “9.99% Beneficial Ownership Limitation” and the lower of the 9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”). By written notice to the Company, a holder of Series C Preferred Stock may from time to time decrease the Maximum Percentage to any other percentage specified in such notice. For purposes of this Warranthereof, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Stock and Class A Common Stock as reflected, if applicable, reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company, including as may be requested by the Holder in writing, which the Company shall promptly provide, or its stock transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or Class A Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at oral request of a time when the actual number holder of outstanding shares of Common Stock or Class A Common Stock is less than the Reported Outstanding Share NumberSeries C Preferred Stock, the Company shall within three (i3) notify the Holder business days confirm orally and in writing of to such holder the number of shares of Common Stock or Class A Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(d), to exceed the Maximum Percentage, the Holder shall notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the 174 Company shall return to the Holder any exercise price paid by the Holder for the Reduction Sharesoutstanding. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownany case, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as shall be determined under Section 13(d) after giving effect to the conversion or exercise of securities of the 1934 Act)Company, including the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initioSeries C Preferred Stock, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for and its affiliates since the Excess Shares date as of which such number of outstanding shares of Common Stock was reported, which in any event are convertible or exercisable, as the case may be, into shares of the Company’s Common Stock within 60 days of such calculation and the Holder shall transfer the Excess Shares which are not subject to a limitation on conversion or exercise analogous to the Company. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisabilitylimitation contained herein. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(d4(f) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 1(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained hereinset forth in this Certificate of Designation, the Company shall not effect the exercise of any at no time may all or a portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall Series A Preferred Stock be null and void and treated as converted if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own a number of shares of Common Stock in excess of the Maximum Percentage. The “Maximum Percentage” shall be set at 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such exercise (to the extent permitted pursuant to this Section 1(d), such 4.99% subject to adjustment for the Combined A+B Proviso (as defined below)). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock beneficially to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the HolderHolder at such time, plus the number of shares of Common Stock issuable upon exercise of this Warrant that which would result in the Holder holding the Maximum Percentage of the number of outstanding shares of Common Stock. Furthermore, to the extent Holder or its Attribution Parties beneficially own Class A Common Stock owning (whether directly or indirectly through the exercise or conversion of another security), the Maximum Percentage shall be automatically adjusted from time to time such that Holder’s beneficial ownership of the Company’s Common Stock and Class A Common Stock issuable pursuant to the exercise of this Warrant (to the extent permitted pursuant to this Section 1(d)), when combined with Class A Common Stock beneficially owned by the Holder (taking into account any limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 1(d)) on an aggregated basis shall not exceed 4.99% of the Common Stock and Class A Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such exercise (to the extent permitted pursuant to this Section 1(d)) (the foregoing collectively, the “Combined A+B Provisio”). For purposes of this Section 1(d), beneficial ownership shall be calculated as determined in accordance with Section 13(d) of the Securities Exchange 1934 Act and the rules thereunder) more than 4.99% of 1934, as amended all of the Common Stock outstanding at such time (the “1934 Act4.99% Beneficial Ownership Limitation”); provided, however, that upon the Holder providing the Corporation with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this Section 4(e) with regard to any or all shares of Common Stock issuable upon conversion of the Preferred Shares, this Section 4(e) will be of no force or effect with regard to all or a portion of the Series A Preferred Stock referenced in the 4.99% Waiver Notice but shall in no event waive the 9.99% Beneficial Ownership Limitation described below. Notwithstanding anything to the contrary set forth in this Certificate of Designation, at no time may all or a portion of the Preferred Shares be converted if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time (the “9.99% Beneficial Ownership Limitation” and the lower of the 9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”)). By written notice to the Company, a holder of Preferred Shares may from time to time decrease the Maximum Percentage to any other percentage specified in such notice. For purposes of this Warranthereof, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Stock and Class A Common Stock as reflected, if applicable, reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”)Commission, as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company, including as may be requested by the Holder in writing, which the Company shall promptly provide, setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or Class A Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at oral request of a time when the actual number holder of outstanding shares of Common Stock or Class A Common Stock is less than the Reported Outstanding Share NumberPreferred Shares, the Company shall within three (i3) notify the Holder Business Days confirm orally and in writing of to such holder the number of shares of Common Stock or Class A Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(d), to exceed the Maximum Percentage, the Holder shall notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the 174 Company shall return to the Holder any exercise price paid by the Holder for the Reduction Sharesoutstanding. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownany case, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as shall be determined under Section 13(d) after giving effect to the conversion or exercise of securities of the 1934 Act)Company, including the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Preferred 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. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for and its Affiliates since the Excess Shares date as of which such number of outstanding shares of Common Stock was reported, which in any event are convertible or exercisable, as the case may be, into shares of the Company’s Common Stock within 60 days’ of such calculation and the Holder shall transfer the Excess Shares which are not subject to a limitation on conversion or exercise analogous to the Company. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisabilitylimitation contained herein. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(d4(e) to the extent necessary to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 1(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained hereinset forth in this Certificate of Designation, the Company shall not effect the exercise of any at no time may all or a portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall Series B Preferred Stock be null and void and treated as converted if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own a number of shares of Common Stock in excess of the Maximum Percentage. The “Maximum Percentage” shall be set at 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such exercise (to the extent permitted pursuant to this Section 1(d), such 4.99% subject to adjustment for the Combined A+B Proviso (as defined below)). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock beneficially to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the HolderHolder at such time, plus the number of shares of Common Stock issuable upon exercise of this Warrant that which would result in the Holder holding the Maximum Percentage of the number of outstanding shares of Common Stock. Furthermore, to the extent Holder or its Attribution Parties beneficially own Class A Common Stock owning (whether directly or indirectly through the exercise or conversion of another security), the Maximum Percentage shall be automatically adjusted from time to time such that Holder’s beneficial ownership of the Company’s Common Stock and Class A Common Stock issuable pursuant to the exercise of this Warrant (to the extent permitted pursuant to this Section 1(d)), when combined with Class A Common Stock beneficially owned by the Holder (taking into account any limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 1(d)) on an aggregated basis shall not exceed 4.99% of the Common Stock and Class A Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such exercise (to the extent permitted pursuant to this Section 1(d)) (the foregoing collectively, the “Combined A+B Provisio”). For purposes of this Section 1(d), beneficial ownership shall be calculated as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended 1934 (the “1934 Act”) and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, however, that upon the Holder providing the Company with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this Section 4f. with regard to any or all shares of Common Stock issuable upon conversion of the Series B Preferred Stock Series B Preferred Stock, this Section 4f. will be of no force or effect with regard to all or a portion of the Series B Preferred Stock referenced in the 4.99% Waiver Notice but shall in no event waive the 9.99% Beneficial Ownership Limitation described below. Notwithstanding anything to the contrary set forth in this Certificate of Designation, at no time may all or a portion of the Series B Preferred Stock be converted if the number of shares of Common Stock to be issued pursuant to such conversion, when aggregated with all other shares of Common Stock owned by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time (the “9.99% Beneficial Ownership Limitation” and the lower of the 9.99% Beneficial Ownership Limitation and the 4.99% Beneficial Ownership Limitation then in effect, the “Maximum Percentage”). By written notice to the Company, a holder of Series B Preferred Stock may from time to time decrease the Maximum Percentage to any other percentage specified in such notice. For purposes of this Warranthereof, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum PercentageStock, the Holder may rely on the number of outstanding shares of Common Stock and Class A Common Stock as reflected, if applicable, reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Q, Current Reports Report on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y2) a more recent public announcement by the Company or (z3) any other written notice by the Company, including as may be requested by the Holder in writing, which the Company shall promptly provide, or its stock transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or Class A Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at oral request of a time when the actual number holder of outstanding shares of Common Stock or Class A Common Stock is less than the Reported Outstanding Share NumberSeries B Preferred Stock, the Company shall within three (i3) notify the Holder business days confirm orally and in writing of to such holder the number of shares of Common Stock or Class A Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(d), to exceed the Maximum Percentage, the Holder shall notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the 174 Company shall return to the Holder any exercise price paid by the Holder for the Reduction Sharesoutstanding. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownany case, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as shall be determined under Section 13(d) after giving effect to the conversion or exercise of securities of the 1934 Act)Company, including the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initioSeries B Preferred Stock, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for and its affiliates since the Excess Shares date as of which such number of outstanding shares of Common Stock was reported, which in any event are convertible or exercisable, as the case may be, into shares of the Company’s Common Stock within 60 days’ of such calculation and the Holder shall transfer the Excess Shares which are not subject to a limitation on conversion or exercise analogous to the Company. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisabilitylimitation contained herein. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(d) to the extent necessary 4f. to correct this paragraph (or any portion of this paragraph hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 1(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise any conversion of any portion of this WarrantPreferred Shares, and the no Holder shall not have the right to exercise convert any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madePreferred Shares, to the extent that after giving effect to such exerciseconversion, the Holder beneficial owner of such shares (together with the other Attribution Parties collectively such Person's affiliates) would beneficially own have acquired, through conversion of Preferred Shares or otherwise, beneficial ownership of a number of shares of Common Stock in excess of that exceeds the maximum ownership percentage set forth opposite each Holder's name on Exhibit E to the Investors Rights Agreement ("Maximum Percentage. The “Maximum Percentage” shall be set at 4.99% ") of the number of shares of the Common Stock outstanding immediately after giving effect to such conversion. The Company shall not give effect to any voting rights of the issuance of shares of Common Stock Preferred Shares, and any Holder shall not have the right to exercise voting rights with respect to any Preferred Shares pursuant to such exercise (hereto, to the extent permitted pursuant that giving effect to this Section 1(d), such 4.99% subject voting rights would result in such Holder (together with its affiliates) being deemed to adjustment for the Combined A+B Proviso (as defined below)). For purposes beneficially own in excess of the foregoing sentence, Maximum Percentage of the aggregate number of shares of Common Stock beneficially owned by outstanding immediately after giving effect to such exercise, assuming such exercise as being equivalent to conversion. For purposes of the Holder shall include foregoing, the number of shares of Common Stock beneficially owned by the Holder, plus a Person and its affiliates shall include the number of shares of Common Stock issuable upon exercise conversion of this Warrant that would result in the Holder holding Preferred Shares with respect to which the Maximum Percentage determination of such sentence is being made, but shall exclude the number of outstanding shares of Common Stock. FurthermoreStock which would be issuable upon (A) conversion of the remaining, to the extent Holder nonconverted Preferred Shares beneficially owned by such Person or any of its Attribution Parties beneficially own Class A Common Stock 62 affiliates and (whether directly or indirectly through the B) exercise or conversion of another security), the Maximum Percentage shall be automatically adjusted from time to time such that Holder’s beneficial ownership unexercised or unconverted portion of any other securities of the Company’s Common Stock and Class A Common Stock issuable pursuant Company (including, without limitation, any notes or warrants) subject to the exercise of this Warrant (to the extent permitted pursuant to this Section 1(d)), when combined with Class A Common Stock beneficially owned by the Holder (taking into account any a limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 1(d)) on an aggregated basis shall not exceed 4.99% beneficially owned by such Person or any of its affiliates. Except as set forth in the Common Stock and Class A Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such exercise (to the extent permitted pursuant to this Section 1(d)) (the foregoing collectivelypreceding sentence, the “Combined A+B Provisio”). For for purposes of this Section 1(d)7, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended. For purposes of this WarrantSection 7, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum PercentageStock, the a Holder may rely on the number of outstanding shares of Common Stock and Class A Common Stock as reflected, if applicable, reflected in (x1) the Company’s 's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on KSB, Form 10-Q, Form 10-QSB or Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”)K, as the case may be, (y2) a more recent public announcement by the Company Company, or (z3) any other written notice by the Company, including as may be requested by Company or the Holder in writing, which the Company shall promptly provide, Transfer Agent setting forth the number of shares of Common Stock or Class A Common Stock outstanding (outstanding. For any reason at any time, upon the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number written request of outstanding shares of Common Stock or Class A Common Stock is less than the Reported Outstanding Share Numberany Holder, the Company shall within one (i1) notify Business Day following the Holder receipt of such notice, confirm orally and in writing of to any such Holder the number of shares of Common Stock or Class A Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(d), to exceed the Maximum Percentage, the Holder shall notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the 174 Company shall return to the Holder any exercise price paid by the Holder for the Reduction Sharesoutstanding. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownany case, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as shall be determined under Section 13(d) after giving effect to the conversion or exercise of securities of the 1934 Act)Company, including the Preferred Shares, by such Holder and its affiliates since the date as of which such number of outstanding shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (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. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares and the Holder shall transfer the Excess Shares to the Company. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(d) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this WarrantCommon Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentagepercentage not in excess of 9.99% specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder providing such written notice and not to any other Holder. Notwithstanding the foregoing, if a Holder has elected "no limit" on Exhibit E to the Investors Rights Agreement, the limitations set forth in this Section 7 shall not be applicable to such Holder.

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise any conversion of any portion of this WarrantPreferred Shares, and the no Holder shall not have the right to exercise convert any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madePreferred Shares, to the extent that after giving effect to such exerciseconversion, the Holder beneficial owner of such shares (together with the other Attribution Parties collectively such Person’s affiliates) would beneficially own have acquired, through conversion of Preferred Shares or otherwise, beneficial ownership of a number of shares of Common Stock that exceeds the percentage set forth opposite each Holder’s name in excess column (8) of the Maximum Percentage. The Schedule of Buyers to the Securities Purchase Agreement (“Maximum Percentage” shall be set at 4.99% ”) of the number of shares of the Common Stock outstanding immediately after giving effect to such conversion. The Company shall not give effect to any voting rights of the issuance of shares of Common Stock Preferred Shares, and any Holder shall not have the right to exercise voting rights with respect to any Preferred Shares pursuant to such exercise (hereto, to the extent permitted pursuant that giving effect to this Section 1(d), such 4.99% subject voting rights would result in such Holder (together with its affiliates) being deemed to adjustment for the Combined A+B Proviso (as defined below)). For purposes beneficially own in excess of the foregoing sentence, Maximum Percentage of the aggregate number of shares of Common Stock beneficially owned by outstanding immediately after giving effect to such exercise, assuming such exercise as being equivalent to conversion. For purposes of the Holder shall include foregoing, the number of shares of Common Stock beneficially owned by the Holder, plus a Person and its affiliates shall include the number of shares of Common Stock issuable upon exercise conversion of this Warrant that would result in the Holder holding Preferred Shares with respect to which the Maximum Percentage determination of such sentence is being made, but shall exclude the number of outstanding shares of Common Stock. FurthermoreStock which would be issuable upon (A) conversion of the remaining, to the extent Holder nonconverted Preferred Shares beneficially owned by such Person or any of its Attribution Parties beneficially own Class A Common Stock affiliates and (whether directly or indirectly through the B) exercise or conversion of another security), the Maximum Percentage shall be automatically adjusted from time to time such that Holder’s beneficial ownership unexercised or unconverted portion of any other securities of the Company’s Common Stock and Class A Common Stock issuable pursuant Company (including, without limitation, any notes or warrants) subject to the exercise of this Warrant (to the extent permitted pursuant to this Section 1(d)), when combined with Class A Common Stock beneficially owned by the Holder (taking into account any a limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 1(d)) on an aggregated basis shall not exceed 4.99% beneficially owned by such Person or any of its affiliates. Except as set forth in the Common Stock and Class A Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such exercise (to the extent permitted pursuant to this Section 1(d)) (the foregoing collectivelypreceding sentence, the “Combined A+B Provisio”). For for purposes of this Section 1(d)7, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended. For purposes of this WarrantSection 7, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum PercentageStock, the a Holder may rely on the number of outstanding shares of Common Stock and Class A Common Stock as reflected, if applicable, reflected in (x1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on KSB, Form 10-Q, Form 10-QSB or Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”)K, as the case may be, (y2) a more recent public announcement by the Company Company, or (z3) any other written notice by the Company, including as may be requested by Company or the Holder in writing, which the Company shall promptly provide, Transfer Agent setting forth the number of shares of Common Stock or Class A Common Stock outstanding (outstanding. For any reason at any time, upon the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number written request of outstanding shares of Common Stock or Class A Common Stock is less than the Reported Outstanding Share Numberany Holder, the Company shall within one (i1) notify Business Day following the Holder receipt of such notice, confirm orally and in writing of to any such Holder the number of shares of Common Stock or Class A Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(d), to exceed the Maximum Percentage, the Holder shall notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the 174 Company shall return to the Holder any exercise price paid by the Holder for the Reduction Sharesoutstanding. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownany case, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as shall be determined under Section 13(d) after giving effect to the conversion or exercise of securities of the 1934 Act)Company, including the Preferred Shares, by such Holder and its affiliates since the date as of which such number of outstanding shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (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. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares and the Holder shall transfer the Excess Shares to the Company. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(d) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this WarrantCommon Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentagepercentage not in excess of 9.99% specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder providing such written notice and not to any other Holder. Notwithstanding the foregoing, if a Holder has elected “no limit” in column (8) of the Schedule of Buyers to the Securities Purchase Agreement, the limitations set forth in this Section 7 shall not be applicable to such Holder.]

Limitation on Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise any conversion of any portion of this WarrantPreferred Shares, and the no Holder shall not have the right to exercise convert any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never madePreferred Shares, to the extent that after giving effect to such exerciseconversion, the Holder beneficial owner of such shares (together with the other Attribution Parties collectively such Person's affiliates) would beneficially own have acquired, through conversion of Preferred Shares or otherwise, beneficial ownership of a number of shares of Common Stock in excess of that exceeds the maximum ownership percentage set forth opposite each Holder's name on Exhibit E to the Investors Rights Agreement ("Maximum Percentage. The “Maximum Percentage” shall be set at 4.99% ") of the number of shares of the Common Stock outstanding immediately after giving effect to such conversion. The Company shall not give effect to any voting rights of the issuance of shares of Common Stock Preferred Shares, and any Holder shall not have the right to exercise voting rights with respect to any Preferred Shares pursuant to such exercise (hereto, to the extent permitted pursuant that giving effect to this Section 1(d), such 4.99% subject voting rights would result in such Holder (together with its affiliates) being deemed to adjustment for the Combined A+B Proviso (as defined below)). For purposes beneficially own in excess of the foregoing sentence, Maximum Percentage of the aggregate number of shares of Common Stock beneficially owned by outstanding immediately after giving effect to such exercise, assuming such exercise as being equivalent to conversion. For purposes of the Holder shall include foregoing, the number of shares of Common Stock beneficially owned by the Holder, plus a Person and its affiliates shall include the number of shares of Common Stock issuable upon exercise conversion of this Warrant that would result in the Holder holding Preferred Shares with respect to which the Maximum Percentage determination of such sentence is being made, but shall exclude the number of outstanding shares of Common Stock. FurthermoreStock which would be issuable upon (A) conversion of the remaining, to the extent Holder nonconverted Preferred Shares beneficially owned by such Person or any of its Attribution Parties beneficially own Class A Common Stock affiliates and (whether directly or indirectly through the B) exercise or conversion of another security), the Maximum Percentage shall be automatically adjusted from time to time such that Holder’s beneficial ownership unexercised or unconverted portion of any other securities of the Company’s Common Stock and Class A Common Stock issuable pursuant Company (including, without limitation, any notes or warrants) subject to the exercise of this Warrant (to the extent permitted pursuant to this Section 1(d)), when combined with Class A Common Stock beneficially owned by the Holder (taking into account any a limitation on conversion or exercise of any convertible security analogous to the limitation contained in this Section 1(d)) on an aggregated basis shall not exceed 4.99% beneficially owned by such Person or any of its affiliates. Except as set forth in the Common Stock and Class A Common Stock on an aggregated basis outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such exercise (to the extent permitted pursuant to this Section 1(d)) (the foregoing collectivelypreceding sentence, the “Combined A+B Provisio”). For for purposes of this Section 1(d)7, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)amended. For purposes of this WarrantSection 7, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum PercentageStock, the a Holder may rely on the number of outstanding shares of Common Stock and Class A Common Stock as reflected, if applicable, reflected in (x1) the Company’s 's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on KSB, Form 10-Q, Form 10-QSB or Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”)K, as the case may be, (y2) a more recent public announcement by the Company Company, or (z3) any other written notice by the Company, including as may be requested by Company or the Holder in writing, which the Company shall promptly provide, Transfer Agent setting forth the number of shares of Common Stock or Class A Common Stock outstanding (outstanding. For any reason at any time, upon the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number written request of outstanding shares of Common Stock or Class A Common Stock is less than the Reported Outstanding Share Numberany Holder, the Company shall within one (i1) notify Business Day following the Holder receipt of such notice, confirm orally and in writing of to any such Holder the number of shares of Common Stock or Class A Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(d), to exceed the Maximum Percentage, the Holder shall notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the 174 Company shall return to the Holder any exercise price paid by the Holder for the Reduction Sharesoutstanding. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially ownany case, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as shall be determined under Section 13(d) after giving effect to the conversion or exercise of securities of the 1934 Act)Company, including the Preferred Shares, by such Holder and its affiliates since the date as of which such number of outstanding shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (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. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares and the Holder shall transfer the Excess Shares to the Company. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(d) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(d) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this WarrantCommon Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentagepercentage not in excess of 9.99% specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder providing such written notice and not to any other Holder. Notwithstanding the foregoing, if a Holder has elected "no limit" on Exhibit E to the Investors Rights Agreement, the limitations set forth in this Section 7 shall not be applicable to such Holder.