Common use of Limitation on Exercise Clause in Contracts

Limitation on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The holder may waive the restriction in whole or in part upon and effective after 61 days prior written notice to the Company to change the beneficial ownership to 9.99%, but not in excess thereof. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate number of shares of Common Stock issuable upon exercise of all of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are being exercised), together with the shares of Common Stock issued by the Company as part of the Merger Consideration pursuant to the share exchange agreement entered into between the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”). For purposes of this subsection, the percentage shall be calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The determination whether or not the Exercise Limitation applies shall be made at the sole discretion of the Company. Notwithstanding anything herein to the contrary, in the event Xxxxxx is unable to exercise this Warrant because of the Exercise Limitation, any right of redemption the Company otherwise has pursuant to this Warrant shall be suspended until such time as the Holder may fully exercise the Warrant.

Limitation on Exercise. Notwithstanding anything to the contrary contained hereinin this Warrant, the number of shares of Common Stock that may this Warrant shall not be acquired exercisable by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited hereof to the extent necessary (but only to insure that, following such exercise (the extent) that the Holder or other issuance), the total number any of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership would beneficially own in excess of Common Stock would be aggregated with 49.9% (the Holder’s for purposes of Section 13(d“Maximum Percentage”) of the Exchange ActCommon Stock after giving effect to such exercise. To the extent the above limitation applies, does not exceed 4.99% the determination of whether this Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be exercisable (as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the total number of issued and outstanding shares of Common Stock first submission to the Company for conversion, exercise or exchange (including for such purpose as the shares of Common Stock issuable upon such exercisecase may be). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the proviso of this paragraph with respect to any subsequent determination of exercisability. For such purposespurposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange 1934 Act (as defined in the Securities Purchase Agreement) and the rules and regulations promulgated thereunder. The holder provision of this paragraph shall not be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph without the restriction consent of holders of a majority of its common stock. 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 whole or in part upon and effective after 61 days prior written notice writing to the Company to change the beneficial ownership to 9.99%, but not in excess thereof. This provision shall not restrict Holder the number of shares of Common Stock which a Holder may receive outstanding, including, without limitation, pursuant to this Warrant or beneficially own in order securities issued pursuant to determine the amount of securities or other consideration that such Holder may receive in the event Securities Purchase Agreement. Upon delivery of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein written notice to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following delivery the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of a Notice of Exercise by 49.9% 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 sending such notice and not to any other Holder. Notwithstanding anything to the contrary contained herein, if the Holder’s election to exercise this Warrant would result in the Holder exceeding the Maximum Percentage, that the aggregate number of Holder may still exercise the Warrants and pay the Exercise Price for all Warrant Shares (without regard to the Maximum Percentage), but the Holder shall not be entitled to receive any shares of Common Stock issuable upon exercise of all of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or not extent such other warrants are being exercised), together with the shares of Common Stock issued by would result in the Company as part of Holder exceeding the Merger Consideration pursuant to the share exchange agreement entered into between the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise Maximum Percentage (the “Exercise LimitationExcess Shares”)) (or the beneficial ownership of, including voting rights with respect to, any such Excess Shares) and any Excess Shares shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage. The Holder shall not have rights as a stockholder with respect to any such Excess Shares held in abeyance for the benefit of the Holder, including, but not limited to, the right to vote or direct the disposition of such Excess Shares. For purposes of this subsectionclarity, Excess Shares shall not be deemed to be beneficially owned by the percentage shall be calculated in accordance with Holder for any purpose including for purposes of Section 13(d) or Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The determination whether or not the Exercise Limitation applies shall be made at the sole discretion 16a-1(a)(1) of the Company. Notwithstanding anything herein to the contrary, in the event Xxxxxx is unable to exercise this Warrant because of the Exercise Limitation, any right of redemption the Company otherwise has pursuant to this Warrant shall be suspended until such time as the Holder may fully exercise the Warrant1934 Act.”

Limitation on Exercise. Notwithstanding anything The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the contrary contained hereinextent that after giving effect to such exercise, the Holder (together with the Holder’s affiliates and any other member of a “group”) would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and the Holder, its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The holder may waive the restriction in whole or in part upon and effective after 61 days prior written notice to the Company to change the beneficial ownership to 9.99%, but not in excess thereof. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event member of a merger or other business combination or reclassification involving group shall include the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate number of shares of Common Stock issuable upon exercise of all this Warrant with respect to which the determination of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are sentence is being exercised)made, together with the but shall exclude shares of Common Stock issued which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Company as part Holder and its affiliates and (ii) exercise or conversion of the Merger Consideration pursuant unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the share exchange agreement entered into between the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”)limitation contained herein. For purposes of this subsectionparagraph, beneficial ownership and whether the percentage Holder is a member of a group shall be calculated and determined in accordance with Rule 13d-3 under Section 13(d) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules promulgated thereunder. The determination whether For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or not other public filing with the Exercise Limitation applies Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the transfer agent for the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall, within two (2) Business Days, confirm 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 made at determined after giving effect to the sole discretion conversion or exercise of securities of the Company, including this Warrant, by the Holder, its affiliates or any member of a group since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything herein The Holder shall disclose to the contraryCompany the number of shares of Common Stock that it, in its affiliates or any member of a group owns and has the event Xxxxxx is unable right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to exercising this Warrant. For clarification, if the Holder (together with the Holder’s affiliates and any other member of a group) beneficially owns more than 9.99% of Common Stock before the exercise of this Warrant, the Holder will not be able to exercise this Warrant because Warrant, subject to the limitations contained herein until the Holder’s beneficial ownership (together with the Holder’s affiliates and any other member of the Exercise Limitation, any right a group) is less than such limitation. The provisions of redemption the Company otherwise has pursuant to this Warrant paragraph shall be suspended until construed and implemented in a manner otherwise than in strict conformity with the terms of this Section to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such time as the Holder may fully exercise the Warrantlimitation.

Limitation on Exercise. Notwithstanding anything The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the contrary contained hereinextent that after giving effect to such exercise, such Holder (together with such Holder’s Affiliates (as defined below)) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the preceding sentence, the aggregate number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with Affiliates shall include the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The holder may waive the restriction in whole or in part upon and effective after 61 days prior written notice to the Company to change the beneficial ownership to 9.99%, but not in excess thereof. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate number of shares of Common Stock issuable upon exercise of all this Warrant with respect to which the determination of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are sentence is being exercised)made, together with the but shall exclude shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company as part of the Merger Consideration pursuant beneficially owned by such Holder and its Affiliates (including, without limitation, any convertible notes or warrants) subject to a limitation on conversion or exercise analogous to the share exchange agreement entered into between limitation contained herein. Except as set forth in the Companypreceding sentence, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”). For for purposes of this subsectionSection 7, the percentage beneficial ownership shall be calculated in accordance with Rule 13d-3 under Section 13(d) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”). The determination whether For purposes of this Warrant, in determining the number of outstanding shares of Common Stock issued by the Company, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (I) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (II) a more recent public announcement by the Company or (III) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. By written notice to the Company, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that any such increase will not be effective until the Exercise Limitation applies shall be made at the sole discretion of sixty-first (61st) day after such notice is delivered to the Company. Notwithstanding anything herein For purposes of this Warrant, “Affiliate” means, with respect to any person or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with such specified person or entity, where ‘control’ means the contrary, in power to manage or direct or cause the event Xxxxxx is unable to exercise this Warrant because direction of the Exercise Limitationmanagement and policies of such person or entity, any right directly or indirectly, whether through the ownership of redemption the Company otherwise has pursuant voting stock, by contract or otherwise. The limitations contained in this Section 7 shall apply to a successor Holder of this Warrant shall be suspended until such time as the Holder may fully exercise the Warrant.

Limitation on Exercise. Notwithstanding anything The Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1.1 or otherwise, to the contrary contained hereinextent that after giving effect to such issuance after exercise, the Holder (together with the Holder's Affiliates), as set forth on the applicable Form of Subscription, would beneficially own in excess of 9.9% of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock that may be acquired beneficially owned by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with Affiliates shall include the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The holder may waive the restriction in whole or in part upon and effective after 61 days prior written notice to the Company to change the beneficial ownership to 9.99%, but not in excess thereof. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate number of shares of Common Stock issuable upon exercise of all this Warrant with respect to which the determination of such sentence is being made, but shall exclude the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are being exercised), together with the shares of Common Stock issued by the Company as part of the Merger Consideration pursuant to the share exchange agreement entered into between the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and outstanding at (B) = exercise or conversion of the time unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible instrument or warrant) subject to a limitation on conversion or exercise (analogous to the “Exercise Limitation”)limitation contained herein beneficially owned by the Holder or any of its Affiliates. For Except as set forth in the preceding sentence, for purposes of this subsectionSection 1.2, the percentage beneficial ownership shall be calculated in accordance with Rule 13d-3 under Section 13(d) of the Securities Exchange Act Act. For purposes of 1934this Section 1.2, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Form 10-Q or Form 10-K, as amendedthe case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company's Transfer Agent setting forth the number of shares of Common Stock outstanding. The determination whether Upon the written or not oral request of the Exercise Limitation applies Holder, the Company shall within two trading days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Company Common Stock shall be made at determined after giving effect to the sole discretion conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything herein The provisions of this Section 1.2 may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the contraryCompany, in and the event Xxxxxx is unable provisions of this Section 1.2 shall continue to exercise this Warrant because of the Exercise Limitation, any right of redemption the Company otherwise has pursuant to this Warrant shall be suspended apply until such time 61st day (or such later date, as determined by the Holder Holder, as may fully exercise the Warrantbe specified in such notice of waiver).

Limitation on Exercise. Notwithstanding anything in this Warrant to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise this Warrant for a number of Warrant Shares (or portions thereof) in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock that may be acquired beneficially owned by the Holder upon any exercise to exceed 4.99% of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, outstanding shares of Common Stock following such exercise exercise, except within sixty (or other issuance)60) days of the Expiration Date. For purposes of the foregoing, the total aggregate number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The holder may waive the restriction in whole or in part upon and effective after 61 days prior written notice to the Company to change the beneficial ownership to 9.99%, but not in excess thereof. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from shall include the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate number of shares of Common Stock issuable upon exercise of all of this Warrant with respect to which the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are determination is being exercised)made, together with the but shall exclude shares of Common Stock issued which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by the Holder and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder (including, without limitation, any convertible notes or preferred stock) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-QSB or Form 10-KSB, as the case may be, (2) a more recent public announcement by the Company as part of or (3) any other notice by the Merger Consideration pursuant to Company or its Transfer Agent setting forth the share exchange agreement entered into between the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding. Upon the written request of any holder, the Company shall promptly, but in no event later than one business day following the receipt of such notice, confirm in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding at shares of Common Stock shall be determined after giving effect to the time of exercise (the “Exercise Limitation”). For purposes of this subsection, the percentage shall be calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The determination whether or not the Exercise Limitation applies shall be made at the sole discretion of the Company. Notwithstanding anything herein to the contrary, in the event Xxxxxx is unable to exercise this Warrant because of the Exercise Limitation, any right of redemption the Company otherwise has pursuant to this Warrant shall be suspended until such time as by the Holder may fully exercise since the Warrantdate as of which such number of outstanding shares of Common Stock was reported.

Limitation on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates Affiliates and any other persons Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s 's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999.99% (the "MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. The holder Company's obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may waive be issued in compliance with such limitation. The Holder shall have the restriction in whole or in part right (x) at any time and from time to time to reduce its Maximum Percentage immediately upon and effective after 61 days prior written notice to the Company in the event and only to change the extent that Section 16 of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%, but not in excess thereof. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate number of shares of Common Stock issuable upon exercise of all of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are being exercised), together with the shares of Common Stock issued by the Company as part of the Merger Consideration pursuant to the share exchange agreement entered into between the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”). For purposes of this subsection, the percentage shall be calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The determination whether or not the Exercise Limitation applies shall be made at the sole discretion of the Company. Notwithstanding anything herein to the contrary, in the event Xxxxxx is unable to exercise this Warrant because of the Exercise Limitation, any right of redemption the Company otherwise has pursuant to this Warrant shall be suspended until such time as the Holder may fully exercise the Warrant.

Limitation on Exercise. Notwithstanding anything The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2.1, Section 2.2 or otherwise, to the contrary contained hereinextent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, such Holder (together with such Holder’s affiliates, and any other person or entity acting as a group together with such Holder or any of such Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of the Beneficial Ownership Limitation (as defined below); provided, however, that this provision shall not apply (i) as specifically provided in this Warrant as an exception to this provision or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to that such determination is being made, but shall exclude the number of shares of Common Stock which would be aggregated with issuable upon (A) exercise of the Holder’s remaining, nonexercised portion of this Warrant beneficially owned by such Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2.3, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the rules and regulations promulgated thereunder, does it being acknowledged by the Holder that the Company is not exceed 4.99% representing to such Holder that such calculation is in compliance with Section 13(d) of the total number Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.3 applies, the determination of issued whether this Warrant is exercisable (in relation to other securities owned by such Holder together with any affiliates) and outstanding shares of Common Stock which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (including for in relation to other securities owned by such purpose Holder together with any affiliates) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the shares Company shall have no obligation to verify or confirm the accuracy of Common Stock issuable upon such exercise)determination. For such purposesIn addition, beneficial ownership a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The holder For purposes of this Section 2.3, in determining the number of outstanding shares of Common Stock, a Holder may waive rely on the restriction number of outstanding shares of Common Stock as reflected in whole (x) the Company’s most recent Form 10-Q or in part upon and effective after 61 days prior written notice to Form 10-K, as the case may be, (y) a more recent public announcement by the Company to change or, if more recent, (z) any other notice by the beneficial ownership to 9.99%, but not in excess thereof. This provision shall not restrict Company or the Company’s transfer agent setting forth the number of shares of Common Stock which a outstanding. Upon the written or oral request of the Holder, the Company shall within two (2) Trading Days confirm orally and in writing to such Holder may receive 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 beneficially own in order to determine the amount exercise of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following delivery including this Warrant, by such Holder or its affiliates since the date as of a Notice which such number of Exercise by outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the Holder, that number of shares of the aggregate number Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of all this Warrant. The provisions of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) this paragraph shall be construed and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are being exercised), together implemented in a manner otherwise than in strict conformity with the shares of Common Stock issued by the Company as part of the Merger Consideration pursuant to the share exchange agreement entered into between the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”). For purposes terms of this subsection, Section 2.3 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the percentage shall be calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amendedintended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The determination whether or not the Exercise Limitation applies limitations contained in this paragraph shall be made at the sole discretion apply to a successor holder of the Company. Notwithstanding anything herein to the contrary, in the event Xxxxxx is unable to exercise this Warrant because of the Exercise Limitation, any right of redemption the Company otherwise has pursuant to this Warrant shall be suspended until such time as the Holder may fully exercise the Warrant.

Limitation on Exercise. Notwithstanding anything (a) The Holder shall not have the right to exercise this Warrant, to the contrary contained hereinextent that immediately after giving effect to such exercise, such Person (together with such Person’s affiliates) would beneficially own in excess of 4.99% (such percentage, as may be adjusted pursuant to this Section 11, the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. Such Holder’s delivery of an Exercise Notice shall constitute a representation that, upon delivery of the Warrant Shares to be issued to it pursuant to the Exercise Notice, such Holder and its affiliates will not own more than the Maximum Percentage applicable to such Holder immediately after giving effect to such exercise. The Company shall be entitled to rely on such representation deemed made by the Holder and shall not be deemed to have violated the Maximum Percentage by issuing to such Holder no more than the number of shares of Common Stock that may be acquired by provided for in an Exercise Notice. For purposes of the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance)foregoing sentence, the total aggregate number of shares of Common Stock then beneficially owned by such Holder Person and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with shall include the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The holder may waive the restriction in whole or in part upon and effective after 61 days prior written notice to the Company to change the beneficial ownership to 9.99%, but not in excess thereof. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate number of shares of Common Stock issuable upon exercise of all this Warrant with respect to which the determination of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are sentence is being exercised)made, together with the but shall exclude shares of Common Stock issued which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company as part of the Merger Consideration pursuant beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the share exchange agreement entered into between limitation contained herein. Except as set forth in the Companypreceding sentence, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”). For for purposes of this subsectionparagraph, the percentage beneficial ownership shall be calculated in accordance with Rule 13d-3 under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The determination whether For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K or not Form 10-Q with the Exercise Limitation applies Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day (as defined in the Purchase Agreement) confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be made at determined after giving effect to the sole discretion conversion or exercise of securities of the Company, including the Warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything herein By written notice to the contraryCompany, in the event Xxxxxx is unable to exercise this Warrant because of the Exercise Limitation, any right of redemption the Company otherwise has pursuant to this Warrant shall be suspended until such time as the Holder may fully from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% or less than 4.99% specified in such notice; provided that (i) any such increase 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 not to any other holder of the Warrants. For the avoidance of doubt, to the extent the limitation set forth in this Section 11 applies, the determination (i) of whether the exercise of this Warrant may be effected (vis-à-vis other options or convertible securities owned by the WarrantHolder or any of its affiliates) and (ii) of which of such options or convertible securities shall be convertible, exercisable or exchangeable (as the case may be, as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). The provisions of this paragraph shall be construed and implemented in a manner other than in strict conformity with the terms of this Section 1(g) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock that may to be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited issued pursuant to the extent necessary to insure that, following such exercise (or would exceed, when aggregated with all other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and Affiliates (together with any other persons Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s and its Affiliates’ for purposes of Section 13(d) of the Exchange Act) at such time, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock which would result in such Holder and its Affiliates (including for such purpose the shares together with any other Persons whose beneficial ownership of Common Stock issuable upon would be aggregated with the Holder’s and its Affiliates’ for purposes of Section 13(d) of the Exchange Act) owning more than 4.999% (the “Maximum Percentage”) of all of the Common Stock issued and outstanding at such exercise)time. For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The holder Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. For purposes of this paragraph, in determining the number of outstanding shares of Common Stock, the Holder may waive rely on the restriction number of outstanding shares of Common Stock as reflected in whole (x) the Company’s most recent Form 10-Q or in part upon and effective after 61 days prior written notice to Form 10-K, as the case may be, (y) a more recent public announcement by the Company to change or (z) any other notice by the beneficial ownership to 9.99%, but not in excess thereof. This provision shall not restrict Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock which a Holder may receive outstanding. Upon the written or beneficially own in order to determine the amount oral request of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate Company shall within three Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock issuable upon exercise then outstanding. The provisions of all this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms this Section 11(a) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Stock of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”shall be third party beneficiaries of this Section 11(a) and all other warrants issued by the Company pursuant to may not waive this Section 11(a) without the SEA (whether or not such other warrants are being exercised), together with the shares consent of holders of a majority of its Common Stock issued by the Company as part of the Merger Consideration pursuant to the share exchange agreement entered into between the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”). For purposes of this subsection, the percentage shall be calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The determination whether or not the Exercise Limitation applies shall be made at the sole discretion of the Company. Notwithstanding anything herein to the contrary, in the event Xxxxxx is unable to exercise this Warrant because of the Exercise Limitation, any right of redemption the Company otherwise has pursuant to this Warrant shall be suspended until such time as the Holder may fully exercise the WarrantStock.

Limitation on Exercise. Notwithstanding anything The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the contrary contained hereinextent that after giving effect to such exercise, such Person (together with such Person’s affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise unless the Holder provides the Company with 61 days’ prior notice of his desire to exercise this Warrant notwithstanding the fact that after giving effect to such exercise the Holder (together with his affiliates) would beneficially own in excess of the Maximum Percentage immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder Person and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with shall include the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The holder may waive the restriction in whole or in part upon and effective after 61 days prior written notice to the Company to change the beneficial ownership to 9.99%, but not in excess thereof. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate number of shares of Common Stock issuable upon exercise of all this Warrant with respect to which the determination of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are sentence is being exercised)made, together with the but shall exclude shares of Common Stock issued which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company as part of the Merger Consideration pursuant beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the share exchange agreement entered into between limitation contained herein. Except as set forth in the Companypreceding sentence, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”). For for purposes of this subsectionparagraph, the percentage beneficial ownership shall be calculated in accordance with Rule 13d-3 under Section 13(d) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”). The determination whether For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in the most recent of (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or not other public filing with the Exercise Limitation applies Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within two (2) Business Days confirm 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 made at determined after giving effect to the sole discretion conversion or exercise of securities of the Company, including this Warrant, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything herein By written notice to the contraryCompany, in the event Xxxxxx is unable to exercise this Warrant because of the Exercise Limitation, any right of redemption the Company otherwise has pursuant to this Warrant shall be suspended until such time as the Holder may fully exercise from time to time increase or decrease the WarrantMaximum Percentage to any other percentage not in excess of 4.99% specified in such notice; provided that (i) any such increase 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. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.” Section (p) “Registration Rights of Holder” shall be relabeled as Section “(q).”

Limitation on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Registered Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Registered Holder and its affiliates Affiliates (as defined below) and any other persons Persons (as defined below) whose beneficial ownership of Common Stock would be aggregated with the Registered Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), does not exceed 4.994.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The holder may waive Each delivery of a purchase form hereunder will constitute a representation by the restriction Registered Holder that it has evaluated the limitation set forth in whole or this paragraph and determined that issuance of the full number of Warrant Shares requested in part upon and effective after 61 days prior written notice to the Company to change the beneficial ownership to 9.99%, but not in excess thereofsuch purchase form is permitted under this paragraph. This provision shall not restrict the number of shares of Common Stock which a Registered Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Registered Holder may receive in the event of a merger or other business combination or reclassification involving the CompanyCompany as contemplated in Section 2(e) of this Warrant. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant This restriction may not be exercised unless and until the Holder receives notice from the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate number of shares of Common Stock issuable upon exercise of all of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are being exercised), together with the shares of Common Stock issued by the Company as part of the Merger Consideration pursuant to the share exchange agreement entered into between the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”)waived. For purposes of this subsectionSection 1(d), the percentage shall be calculated “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in accordance with and construed under Rule 13d-3 under the Securities Exchange Act of 1934, as amended144. The determination whether or not the Exercise Limitation applies shall be made at the sole discretion of the Company. Notwithstanding anything herein With respect to the contrary, in the event Xxxxxx is unable to exercise this Warrant because of the Exercise Limitationa Registered Holder, any right investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Registered Holder will be deemed to be an Affiliate of redemption the Company otherwise has pursuant to such Purchaser. For purposes of this Warrant shall be suspended until such time as the Holder may fully exercise the WarrantSection 1(d), “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

Limitation on Exercise. Notwithstanding anything The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the contrary contained hereinextent that after giving effect to such exercise, the Holder (together with the Holder’s affiliates and any other member of a “group”) would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the shares of common stock, par value $0.00001 per share (the “Common Stock”) of the Company outstanding immediately after giving effect to such exercise (including such shares of Common Stock as may be obtained through the conversion of the Warrant Shares, if applicable). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder, its affiliates and any member of a group shall include the number of shares of Common Stock that (including such shares of Common Stock as may be acquired by obtained through the Holder conversion of the Warrant Shares, if applicable) issuable upon any exercise of this Warrant (or otherwise in with respect hereof) to which the determination of such sentence is being made, but shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of exclude shares of Common Stock then which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such the Holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other persons whose beneficial ownership securities of Common Stock would be aggregated with the Holder’s for Company beneficially owned by the Holder and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposesthis paragraph, beneficial ownership and whether the Holder is a member of a group shall be calculated and determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. The holder For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may waive rely on the restriction number of outstanding shares of Common Stock as reflected in whole (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or in part upon other public filing with the Securities and effective after 61 days prior written notice to Exchange Commission, as the case may be, (2) a more recent public announcement by the Company to change or (3) any other notice by the beneficial ownership to 9.99%, but not in excess thereof. This provision shall not restrict Company or the transfer agent for the Company setting forth the number of shares of Common Stock which a Holder may receive outstanding. For any reason at any time, upon the written or beneficially own in order to determine the amount oral request of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate Company shall, within two (2) Business Days, confirm to the Holder the number of shares of Common Stock issuable upon exercise then outstanding. In any case, the number of all of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are being exercised), together with the outstanding shares of Common Stock issued by the Company as part of the Merger Consideration pursuant shall be determined after giving effect to the share exchange agreement entered into between conversion or exercise of securities of the Company, Armada and including this Warrant, by the stockholders Holder, its affiliates or any member of Armadaa group since the date as of which such number of outstanding shares of Common Stock was reported. will not constitute more than 49.90% of The Holder shall disclose to the Company’s total Company the number of shares of Common Stock issued that it, its affiliates or any member of a group owns and outstanding at has the time right to acquire through the exercise of derivative securities and any limitations on exercise (or conversion analogous to the “Exercise Limitation”)limitation contained herein contemporaneously or immediately prior to exercising this Warrant. For purposes clarification, if the Holder (together with the Holder’s affiliates and any other member of a group) beneficially owns more than 9.99% of Common Stock before the exercise of this subsectionWarrant, the percentage shall Holder will not be calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The determination whether or not the Exercise Limitation applies shall be made at the sole discretion of the Company. Notwithstanding anything herein to the contrary, in the event Xxxxxx is unable able to exercise this Warrant because Warrant, subject to the limitations contained herein until the Holder’s beneficial ownership (together with the Holder’s affiliates and any other member of the Exercise Limitation, any right a group) is less than such limitation. The provisions of redemption the Company otherwise has pursuant to this Warrant paragraph shall be suspended until construed and implemented in a manner otherwise than in strict conformity with the terms of this Section to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such time as the Holder may fully exercise the Warrantlimitation.

Limitation on Exercise. Notwithstanding anything The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2.1, Section 2.2 or otherwise, to the contrary contained hereinextent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, such Holder (together with such Holder's Affiliates, and any other person or entity acting as a group together with such Holder or any of such Holder's Affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of the Beneficial Ownership Limitation (as defined below); provided, however, that this provision shall not apply (i) as specifically provided in this Warrant as an exception to this provision or (ii) while there is outstanding a tender offer for any or all of the shares of the Company's Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to that such determination is being made, but shall exclude the number of shares of Common Stock which would be aggregated with issuable upon (A) exercise of the Holder’s remaining, non-exercised portion of this Warrant beneficially owned by such Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2.3, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange ActAct and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.3 applies, does not exceed 4.99% the determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the total number Holder, and the submission of issued a Notice of Exercise shall be deemed to be the Holder's determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and outstanding shares of Common Stock (including for which portion of this Warrant is exercisable, in each case subject to such purpose aggregate percentage limitation, and the shares Company shall have no obligation to verify or confirm the accuracy of Common Stock issuable upon such exercise)determination. For such purposesIn addition, beneficial ownership a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange 1934 Act and the rules and regulations promulgated thereunder. The holder For purposes of this Section 2.3, in determining the number of outstanding shares of Common Stock, a Holder may waive rely on the restriction number of outstanding shares of Common Stock as reflected in whole (x) the Company's most recent Form 10-QSB or in part upon and effective after 61 days prior written notice to Form 10-KSB, as the case may be, (y) a more recent public announcement by the Company to change or, if more recent, (z) any other notice by the beneficial ownership to 9.99%, but not in excess thereof. This provision shall not restrict Company or the Company's transfer agent setting forth the number of shares of Common Stock which a outstanding. Upon the written or oral request of the Holder, the Company shall within two (2) Trading Days confirm orally and in writing to such Holder may receive 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 beneficially own in order to determine the amount exercise of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following delivery including this Warrant, by such Holder or its Affiliates since the date as of a Notice which such number of Exercise by outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the Holder, that number of shares of the aggregate number Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of all this Warrant. The provisions of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) this paragraph shall be construed and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are being exercised), together implemented in a manner otherwise than in strict conformity with the shares of Common Stock issued by the Company as part of the Merger Consideration pursuant to the share exchange agreement entered into between the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”). For purposes terms of this subsection, Section 2.3 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the percentage shall be calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amendedintended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The determination whether or not the Exercise Limitation applies limitations contained in this paragraph shall be made at the sole discretion apply to a successor holder of the Company. Notwithstanding anything herein to the contrary, in the event Xxxxxx is unable to exercise this Warrant because of the Exercise Limitation, any right of redemption the Company otherwise has pursuant to this Warrant shall be suspended until such time as the Holder may fully exercise the Warrant.

Limitation on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates Affiliates (as defined below) and any other persons Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s 's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.994.999% (the "MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The holder may waive As used herein with respect to any Holder, "Affiliate" means any Person that controls, is controlled by, or is under common control with, such Holder. Each delivery of an Exercise Notice hereunder will constitute a representation by the restriction Holder that it has evaluated the limitation set forth in whole or this paragraph and determined that issuance of the full number of Warrant Shares requested in part upon such Exercise Notice is permitted under this paragraph and effective after 61 days prior the Company shall have no obligation to determine whether an exercise of this Warrant meets the Maximum Percentage owned by the Holder and its Affiliates. By written notice to the Company Company, the Holder may waive the provisions of this Section or increase or decrease the Maximum Percentage to change the beneficial ownership to 9.99%any other percentage specified in such notice, but not in excess thereof. This provision shall not restrict the number of shares of Common Stock which a Holder may receive (i) any such waiver or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may increase will not be exercised unless and effective until the Holder receives 61st day after such notice from is delivered to the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate number of shares of Common Stock issuable upon exercise of all of the Company stock purchase warrants designated as Series C Warrants and (the “Series C Warrants”ii) and all other warrants issued by the Company pursuant any such waiver or increase or decrease will apply only to the SEA (whether or Holder and not such to any other warrants are being exercised), together with the shares holder of Common Stock issued by the Company as part of the Merger Consideration pursuant to the share exchange agreement entered into between the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”). For purposes of this subsection, the percentage shall be calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The determination whether or not the Exercise Limitation applies shall be made at the sole discretion of the Company. Notwithstanding anything herein to the contrary, in the event Xxxxxx is unable to exercise this Warrant because of the Exercise Limitation, any right of redemption the Company otherwise has pursuant to this Warrant shall be suspended until such time as the Holder may fully exercise the WarrantWarrants.

Limitation on Exercise. Notwithstanding anything The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2.3 or otherwise, to the contrary contained hereinextent that after giving effect to such issuance after exercise, such Holder (together with such Holder’s affiliates, and any other person or entity acting as a group together with such Holder or any of such Holder’s affiliates), as set forth on the applicable Exercise Notice, would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be aggregated with issuable upon (A) exercise of the Holder’s remaining, nonexercised portion of this Warrant beneficially owned by such Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Preferred Stock or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1.2, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the rules and regulations promulgated thereunder, does it being acknowledged by a Holder that the Company is not exceed 4.99% representing to such Holder that such calculation is in compliance with Section 13(d) of the total number Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 1.2 applies, the determination of issued whether this Warrant is exercisable (in relation to other securities owned by such Holder) and outstanding shares of Common Stock which a portion of this Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Exercise Notice shall be deemed to be each Holder’s determination of whether this Warrant is exercisable (including for in relation to other securities owned by such purpose Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the shares Company shall have no obligation to verify or confirm the accuracy of Common Stock issuable upon such exercise)determination. For such purposesIn addition, beneficial ownership a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The holder For purposes of this Section 1.2, in determining the number of outstanding shares of Common Stock, a Holder may waive rely on the restriction number of outstanding shares of Common Stock as reflected in whole (x) the Company’s most recent Form 10-Q or in part upon and effective after 61 days prior written notice to Form 10-K, as the case may be, (y) a more recent public announcement by the Company to change or (z) any other notice by the beneficial ownership to 9.99%, but not in excess thereof. This provision shall not restrict Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock which outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to such Holder may receive 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 beneficially own in order to determine the amount exercise of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following delivery including this Warrant, by such Holder or its affiliates since the date as of a Notice which such number of Exercise by outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the Holder, that number of shares of the aggregate number Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of all this Warrant. The provisions of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or this paragraph shall be implemented in a manner not such other warrants are being exercised), together otherwise than in strict conformity with the shares of Common Stock issued by the Company as part of the Merger Consideration pursuant to the share exchange agreement entered into between the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”). For purposes terms of this subsection, Section 1.2 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the percentage shall be calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amendedintended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The determination whether or not the Exercise Limitation applies limitations contained in this paragraph shall be made at the sole discretion apply to a successor holder of the Company. Notwithstanding anything herein to the contrary, in the event Xxxxxx is unable to exercise this Warrant because of the Exercise Limitation, any right of redemption the Company otherwise has pursuant to this Warrant shall be suspended until such time as the Holder may fully exercise the Warrant.

Limitation on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that this Warrant may not be acquired exercised by the Warrant Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance)after giving effect to Warrant Shares to be issued pursuant to a Subscription Notice, the total number of shares of Common Stock then deemed beneficially owned by such Warrant Holder and its affiliates and any (other persons whose beneficial than by virtue of ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by the Warrant Holder's Affiliates that would be aggregated with the Holder’s for purposes of determining whether a group under Section 13(d) of the Securities Exchange ActAct of 1934 exists ("Beneficial Ownership"), does not would exceed 4.994.9% of the total number of issued and outstanding shares of the Common Stock (including for such purpose Stock. Notwithstanding the shares of Common Stock issuable upon such exercise). For such purposesforegoing, beneficial ownership the Warrant Holder shall be determined in accordance with Section 13(d) of have the Exchange Act and the rules and regulations promulgated thereunder. The holder may right to waive the restriction this restriction, in whole or in part part, upon and effective after 61 days prior written notice to the Company to change the beneficial ownership to 9.99%Company; provided, but not in excess thereof. This provision however, that such waiver shall not restrict be permitted to the number of extent that, if the Warrant Holder were to acquire additional shares of Common Stock which a Holder may receive or beneficially own in order pursuant to determine such waiver, its Beneficial Ownership of shares of the amount Common Stock would exceed 9.9% of securities or other consideration that such Holder may receive in the event total issued and outstanding shares of a merger or other business combination or reclassification involving the CompanyCommon Stock. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following The delivery of a Subscription Notice of Exercise by the Holder, that the aggregate number of shares of Common Stock issuable upon exercise of all of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are being exercised), together with the shares of Common Stock issued by the Company as part of the Merger Consideration pursuant to the share exchange agreement entered into between the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”). For purposes of this subsection, the percentage Warrant Holder shall be calculated deemed a representation by such holder that it is in accordance compliance with Rule 13d-3 under the Securities Exchange Act of 1934, as amendedthis paragraph. The determination whether or not the Exercise Limitation applies shall be made at the sole discretion of the Company. Notwithstanding anything herein to the contrary, terms "deemed beneficially owned" and "Beneficial Ownership" as used in the event Xxxxxx is unable to exercise this Warrant because of the Exercise Limitation, any right of redemption the Company otherwise has pursuant to this Warrant shall exclude shares that might otherwise be suspended until such time as deemed beneficially owned by reason of the Holder may fully exercise the of this Warrant.

Limitation on Exercise. Notwithstanding anything (i) The Company shall not affect any exercise of this Warrant, and the Warrant Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 3 or otherwise, to the contrary contained hereinextent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Warrant Holder (together with its Affiliates, and any other Persons acting as a group together with the Warrant Holder or any of its Affiliates), would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant (the “Beneficial Ownership Limitation”). For purposes of the foregoing sentence, the number of shares of Common Stock that may be acquired beneficially owned by the Warrant Holder upon any exercise of this Warrant (or otherwise in respect hereof) and its Affiliates shall be limited to include the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by such the Warrant Holder or any of its Affiliates and its affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other persons whose beneficial ownership securities of the Company (including, without limitation, any other Common Stock would be aggregated with Equivalents) subject to a limitation on conversion or exercise analogous to the Holder’s limitation contained herein beneficially owned by the Warrant Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(g), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), does not exceed 4.99% and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 3(g)(i) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Warrant Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the total number Warrant Holder, and the submission of issued an Exercise Notice shall be deemed to be the Warrant Holder’s determination of whether, and outstanding shares representation and certification to the Company that, this Warrant is exercisable (in relation to other securities owned by the Warrant Holder together with any Affiliates) and of Common Stock (including for which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such purpose the shares of Common Stock issuable upon such exercise)determination. For such purposesIn addition, beneficial ownership a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The holder For purposes of this Section 3(g), in determining the number of outstanding shares of Common Stock, a Holder may waive rely on the restriction number of outstanding shares of Common Stock as reflected in whole (A) the Company’s most recent periodic or in part upon annual report filed with the Securities and effective after 61 days prior Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice to by the Company to change the beneficial ownership to 9.99%, but not in excess thereof. This provision shall not restrict or its transfer agent setting forth the number of shares of Common Stock which a Holder may receive outstanding. Upon the written or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event oral request of a merger or other business combination or reclassification involving Holder, the Company. Holder hereby acknowledges Company shall within two (2) trading days confirm orally and agrees that, notwithstanding anything herein in writing to the contrary, this Warrant may not be exercised unless and until Holder the Holder receives notice from the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate number of shares of Common Stock issuable upon exercise then outstanding. In any case, the number of all of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are being exercised), together with the outstanding shares of Common Stock issued by the Company as part of the Merger Consideration pursuant shall be determined after giving effect to the share exchange agreement entered into between conversion or exercise of securities of the Company, Armada and including this Warrant, by the stockholders Warrant Holder or its Affiliates since the date as of Armada. will not constitute more than 49.90% of the Company’s total which such number of outstanding shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”). For purposes of this subsection, the percentage shall be calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The determination whether or not the Exercise Limitation applies shall be made at the sole discretion of the Company. Notwithstanding anything herein to the contrary, in the event Xxxxxx is unable to exercise this Warrant because of the Exercise Limitation, any right of redemption the Company otherwise has pursuant to this Warrant shall be suspended until such time as the Holder may fully exercise the Warrantwas reported.

Limitation on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates Affiliates and any other persons Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.994.999% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph, and the Company shall have no liability with respect to this Section 11. The holder Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may waive be issued in compliance with such limitation, but in no event later than the restriction in whole or in part upon and effective after 61 days prior Expiration Date. By written notice to the Company Company, the Holder may waive the provisions of this Section or increase or decrease the Maximum Percentage to change the beneficial ownership to 9.99%any other percentage specified in such notice, but not in excess thereof. This provision shall not restrict the number of shares of Common Stock which a Holder may receive (i) any such waiver or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may increase will not be exercised unless and effective until the Holder receives 61st day after such notice from is delivered to the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate number of shares of Common Stock issuable upon exercise of all of the Company stock purchase warrants designated as Series C Warrants and (the “Series C Warrants”ii) and all other warrants issued by the Company pursuant any such waiver or increase or decrease will apply only to the SEA (whether or Holder and not such to any other warrants are being exercised), together with the shares holder of Common Stock issued by the Company as part of the Merger Consideration pursuant to the share exchange agreement entered into between the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”). For purposes of this subsection, the percentage shall be calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The determination whether or not the Exercise Limitation applies shall be made at the sole discretion of the Company. Notwithstanding anything herein to the contrary, in the event Xxxxxx is unable to exercise this Warrant because of the Exercise Limitation, any right of redemption the Company otherwise has pursuant to this Warrant shall be suspended until such time as the Holder may fully exercise the WarrantWarrants.

Limitation on Exercise. Notwithstanding anything to the contrary contained hereinset forth in this Warrant, at no time may a Registered Holder of this Warrant exercise any portion of this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock beneficially owned by such Registered Holder at such time, the number of shares of Common Stock that may be acquired by the which would result in such Registered Holder upon any exercise of this Warrant beneficially owning (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued and regulations promulgated thereunderoutstanding shares of Common Stock; provided, however, that upon a Registered Holder of this Warrant providing the Company with sixty-one (61) days notice (pursuant to Section 10 hereof) (the "Waiver Notice") that such Registered Holder would like to waive this Section 1(e) with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 1(e) will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) days immediately preceding the expiration of the term of this Warrant. The holder may waive the restriction in whole or in part upon and effective after 61 days prior written notice [Notwithstanding anything to the Company contrary set forth in this Warrant, at no time may a Registered Holder of this Warrant exercise any portion of this Warrant if the number of shares of Common Stock to change the beneficial ownership be issued pursuant to 9.99%such exercise would exceed, but not in excess thereof. This provision shall not restrict when aggregated with all other shares of Common Stock beneficially owned by such Registered Holder at such time, the number of shares of Common Stock which a would result in such Registered Holder may receive or beneficially own owning (as determined in order to determine accordance with Section 13(d) of the amount Exchange Act and the rules thereunder) in excess of securities or other consideration that such Holder may receive in 9.99% of the event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges then issued and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate number of outstanding shares of Common Stock issuable upon exercise of all of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are being exercised), together with the shares of Common Stock issued by the Company as part of the Merger Consideration pursuant to the share exchange agreement entered into between the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”). For purposes of this subsection, the percentage shall be calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The determination whether or not the Exercise Limitation applies shall be made at the sole discretion of the Company. Notwithstanding anything herein to the contrary, in the event Xxxxxx is unable to exercise this Warrant because of the Exercise Limitation, any right of redemption the Company otherwise has pursuant to this Warrant shall be suspended until such time as the Holder may fully exercise the Warrant.Stock.]1

Limitation on Exercise. Notwithstanding anything to the contrary contained hereinset forth in this Warrant, at no time may a Registered Holder of this Warrant exercise any portion of this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock beneficially owned by such Registered Holder at such time, the number of shares of Common Stock that may be acquired by the which would result in such Registered Holder upon any exercise of this Warrant beneficially owning (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued and regulations promulgated thereunderoutstanding shares of Common Stock; provided, however, that upon a Registered Holder of this Warrant providing the Company with sixty-one (61) days notice (pursuant to Section 10 hereof) (the “Waiver Notice”) that such Registered Holder would like to waive this Section 1(e) with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 1(e) will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) days immediately preceding the expiration of the term of this Warrant. The holder may waive the restriction in whole or in part upon and effective after 61 days prior written notice [Notwithstanding anything to the Company contrary set forth in this Warrant, at no time may a Registered Holder of this Warrant exercise any portion of this Warrant if the number of shares of Common Stock to change the beneficial ownership be issued pursuant to 9.99%such exercise would exceed, but not in excess thereof. This provision shall not restrict when aggregated with all other shares of Common Stock beneficially owned by such Registered Holder at such time, the number of shares of Common Stock which a would result in such Registered Holder may receive or beneficially own owning (as determined in order to determine accordance with Section 13(d) of the amount Exchange Act and the rules thereunder) in excess of securities or other consideration that such Holder may receive in 9.99% of the event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges then issued and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate number of outstanding shares of Common Stock issuable upon exercise of all of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are being exercised), together with the shares of Common Stock issued by the Company as part of the Merger Consideration pursuant to the share exchange agreement entered into between the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”). For purposes of this subsection, the percentage shall be calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The determination whether or not the Exercise Limitation applies shall be made at the sole discretion of the Company. Notwithstanding anything herein to the contrary, in the event Xxxxxx is unable to exercise this Warrant because of the Exercise Limitation, any right of redemption the Company otherwise has pursuant to this Warrant shall be suspended until such time as the Holder may fully exercise the Warrant.Stock.]1

Limitation on Exercise. Notwithstanding anything [(a) The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the contrary contained hereinextent that after giving effect to such exercise, such Person (together with such Person's affiliates) would beneficially own in excess of 9.99% (the "Maximum Percentage") of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder Person and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with shall include the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The holder may waive the restriction in whole or in part upon and effective after 61 days prior written notice to the Company to change the beneficial ownership to 9.99%, but not in excess thereof. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate number of shares of Common Stock issuable upon exercise of all this Warrant with respect to which the determination of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are sentence is being exercised)made, together with the but shall exclude shares of Common Stock issued which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company's most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company as part of or (3) any other notice by the Merger Consideration pursuant to Company or the share exchange agreement entered into between Transfer Agent setting forth the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”)outstanding. For purposes any reason at any time, upon the written or oral request of this subsectionthe Holder, the percentage Company shall within two (2) Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be calculated in accordance with Rule 13d-3 under determined after giving effect to the Securities Exchange Act conversion or exercise of 1934, as amended. The determination whether or not the Exercise Limitation applies shall be made at the sole discretion securities of the Company, including this Warrant, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything herein By written notice to the contraryCompany, in the event Xxxxxx is unable to exercise this Warrant because of the Exercise Limitation, any right of redemption the Company otherwise has pursuant to this Warrant shall be suspended until such time as the Holder may fully exercise waive the Warrantprovisions of this Section 14 or increase or decrease the Maximum Percentage to any other percentage specified in such notice, but (i) any such waiver or increase 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 not to any other holder of Warrants.

Limitation on Exercise. Notwithstanding anything (a) Prior to the contrary contained hereinreceipt of Shareholder Approval with respect to the removal of the limitations set forth in this Section 2.9, no Holder will be permitted to exercise the right to purchase Warrant Shares, if and to the extent, following such exercise, either (i) the aggregate voting power of such Holder (or of any Group including such Holder) on a matter being voted on by holders of the Common Stock would exceed 19.99% of the Maximum Voting Power or (ii) such Holder (or any Group including such Holder) would Beneficially Own more than 19.99% of the then outstanding Common Stock; provided, however, that such exercise restriction shall not apply in connection with and subject to completion of (A) a Public Sale of the Class A Common Stock to be issued upon such exercise, if following consummation of such Public Sale such Holder or Group will not Beneficially Own in excess of 19.99% of the then outstanding Common Stock or (B) a bona fide third party tender offer for the Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock that may be acquired Beneficially Owned by the a Holder upon any exercise of this Warrant (or otherwise in respect hereofany Group including such Holder) shall be limited to include the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Class A Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would to be aggregated issued with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The holder may waive the restriction in whole or in part upon and effective after 61 days prior written notice respect to the Company to change the beneficial ownership to 9.99%which a Warrant Exercise Notice has been given, but not in excess thereof. This provision shall not restrict exclude the number of shares of Common Stock which a Holder may receive would be issuable upon conversion or beneficially own in order to determine the amount of securities or exercise any other consideration that outstanding Warrants Beneficially Owned by such Holder may receive in (or any Group including such Holder). At any time upon the event written request of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate Company shall within two (2) Trading Days confirm in writing to the Holder the number of shares of Common Stock issuable and Maximum Voting Power then outstanding. Effective immediately upon exercise receipt of all Shareholder Approval with respect to the removal of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant limitations set forth in this Section 2.9, this Section 2.9 shall cease to the SEA (whether or not such other warrants are being exercised), together with the shares of Common Stock issued by the Company as part of the Merger Consideration pursuant to the share exchange agreement entered into between the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”). For purposes of this subsection, the percentage shall be calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The determination whether or not the Exercise Limitation applies shall be made at the sole discretion of the Company. Notwithstanding anything herein to the contrary, in the event Xxxxxx is unable to exercise this Warrant because of the Exercise Limitation, any right of redemption the Company otherwise has pursuant to this Warrant shall be suspended until such time as the Holder may fully exercise the Warrantapply.

Limitation on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by Company shall not effect the Holder upon any exercise of this Warrant (or otherwise in respect hereof) any Warrant, and a Holder shall be limited not have the right to exercise its Warrant, to the extent necessary that after giving effect to insure thatsuch exercise, following such exercise Person (or other issuance), together with such Person’s Affiliates) would beneficially own in excess of 9.99% (the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d“Maximum Percentage”) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The holder For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may waive rely on the restriction number of outstanding shares of Common Stock as reflected in whole (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or in part upon other public filing with the Securities and effective after 61 days prior written notice to Exchange Commission, as the case may be, (2) a more recent public announcement by the Company to change or (3) any other notice by the beneficial ownership to 9.99%, but not in excess thereof. This provision shall not restrict Company or the Stock Transfer Agent setting forth the number of shares of Common Stock which a Holder may receive outstanding. For any reason at any time, upon the written or beneficially own in order to determine the amount oral request of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate Company shall within two (2) Business Days confirm orally and in writing to the Holder the number of shares of Common Stock issuable upon exercise then outstanding. In any case, the number of all of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are being exercised), together with the outstanding shares of Common Stock issued shall be determined after giving effect to the conversion or exercise of securities of the Company by the Company Holder and its Affiliates since the date as part of the Merger Consideration pursuant to the share exchange agreement entered into between the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total which such number of outstanding shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”)was reported. For purposes of this subsection, the percentage shall be calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The determination whether or not the Exercise Limitation applies shall be made at the sole discretion of By written notice to the Company. Notwithstanding anything herein to the contrary, in the event Xxxxxx is unable to exercise this Warrant because of the Exercise Limitation, any right of redemption the Company otherwise has pursuant to this Warrant shall be suspended until such time as the Holder may fully exercise from time to time increase or decrease the WarrantMaximum Percentage to any other percentage specified in such notice (but in any event not in excess of 9.99%); provided that (i) any such increase 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 not to any other holder of Warrants. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.05 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.