Common use of Limitation on Exercise Clause in Contracts

Limitation on Exercise. In the event the Company properly exercises its right to give a Put Notice as described in the Subscription Agreement and one or more Subscribers to the Initial Offering (as defined in the Subscription Agreement) do not comply with their agreement to purchase Put Notes (as defined in the Subscription Agreement) (a "Put Default"), then the number of shares of Common Stock issuable upon exercise of this Warrant shall be reduced. Upon each occurrence of a Put Default, the number of shares of Common Stock issuable upon exercise of this Warrant shall be: the maximum purchasable number of shares of Common Stock as set forth above multiplied by a fraction, the numerator of which is the amount of Put Purchase Price in relation to which a Put Default has not occurred, and the denominator of which is 3,500,000. The result so obtained is the number of shares of Common Stock issuable upon full exercise of this Warrant. There shall be no reduction in the amount of Common Shares issuable upon exercise of this Warrant under the provisions of this Section 1.4 unless and until the occurrence of a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return to the Company or forfeit any Common Shares received or receivable upon exercise of this Warrant and compliance by the Warrant Holder with the exercise procedure set forth in this Warrant provided such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has not, at the time of such Put Default, issued the Common Stock issuable upon exercise of this Warrant.

Limitation on Exercise. In the event the Company properly exercises its right to give a Put Notice as described in the Subscription Agreement and one or more Subscribers (a) Notwithstanding anything to the Initial Offering (as defined in the Subscription Agreement) do not comply with their agreement to purchase Put Notes (as defined in the Subscription Agreement) (a "Put Default"), then the number of shares of Common Stock issuable upon exercise of this Warrant shall be reduced. Upon each occurrence of a Put Defaultcontrary contained herein, the number of shares of Common Stock issuable that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be: be limited to the maximum purchasable extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock as set forth above multiplied then beneficially owned by a fractionsuch 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 4.999% (the numerator "Maximum Percentage") of which is the amount of Put Purchase Price in relation to which a Put Default has not occurred, and the denominator of which is 3,500,000. The result so obtained is the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon full exercise of this Warrantsuch exercise). There For such purposes, beneficial ownership shall be no reduction determined in accordance with Section 13(d) of the amount 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 Company's obligation to issue shares of Common Shares issuable upon exercise Stock in excess of the limitation referred to in this Warrant under 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 be issued in compliance with such limitation. By written notice to the Company, the Holder may waive the provisions of this Section 1.4 unless and 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 occurrence of a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return 61st day after such notice is delivered to the Company Company, and (ii) any such waiver or forfeit increase or decrease will apply only to the Holder and not to any Common Shares received or receivable upon exercise other holder of this Warrant and compliance by the Warrant Holder with the exercise procedure set forth in this Warrant provided such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has not, at the time of such Put Default, issued the Common Stock issuable upon exercise of this WarrantWarrants.

Limitation on Exercise. In the event the Company properly exercises its right to give a Put Notice as described in the Subscription Agreement and one or more Subscribers Notwithstanding anything to the Initial Offering (as defined in the Subscription Agreement) do not comply with their agreement to purchase Put Notes (as defined in the Subscription Agreement) (a "Put Default"), then the number of shares of Common Stock issuable upon exercise of this Warrant shall be reduced. Upon each occurrence of a Put Defaultcontrary contained herein, the number of shares of Common Stock issuable that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be: be limited to the maximum purchasable extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock as set forth above multiplied then beneficially owned by a fractionsuch 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% (the numerator "Maximum Percentage") of which is the amount of Put Purchase Price in relation to which a Put Default has not occurred, and the denominator of which is 3,500,000. The result so obtained is the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon full exercise of this Warrantsuch exercise). There For such purposes, beneficial ownership shall be no reduction determined in accordance with Section 13(d) of the amount 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 Company's obligation to issue shares of Common Shares issuable upon exercise Stock in excess of the limitation referred to in this Warrant under 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 be issued in compliance with such limitation. The Holder shall have the right at any time and from time to time, to waive the provisions of this Section 1.4 and to increase the Maximum Percentage unless and the Holder shall have, by written instrument delivered to the Company, irrevocably waived its rights to so increase its Maximum Percentage, but (i) any such waiver or increase will not be effective until the occurrence of a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return to the Company or forfeit any Common Shares received or receivable upon exercise of this Warrant and compliance by the Warrant Holder with the exercise procedure date set forth in this Warrant provided such exercise notice delivered to the Company, and compliance occurs prior (ii) any such waiver or increase will apply only to a Put Default, whether or the Holder and not the Company has or has not, at the time to any other holder of such Put Default, issued the Common Stock issuable upon exercise of this WarrantWarrants.

Limitation on Exercise. In the event the Company properly exercises its right to give a Put Notice as described in the Subscription Agreement and one or more Subscribers (a) Notwithstanding anything to the Initial Offering (as defined in the Subscription Agreement) do not comply with their agreement to purchase Put Notes (as defined in the Subscription Agreement) (a "Put Default"), then the number of shares of Common Stock issuable upon exercise of this Warrant shall be reduced. Upon each occurrence of a Put Defaultcontrary contained herein, the number of shares of Common Stock issuable that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be: be limited to the maximum purchasable extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock as set forth above multiplied then beneficially owned by a fractionsuch 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 4.999% (the numerator “Threshold Percentage”) or 9.999% (the “Maximum Percentage”) of which is the amount of Put Purchase Price in relation to which a Put Default has not occurred, and the denominator of which is 3,500,000. The result so obtained is the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon full exercise of this Warrantsuch exercise). There For such purposes, beneficial ownership shall be no reduction 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 limitations 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 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 be issued in compliance with such limitation. By written notice to the Company, the Holder shall have the right (x) at any time and from time to time to reduce its Maximum Percentage immediately upon notice to the Company in the amount event and only to the extent that Section 16 of Common Shares issuable upon exercise of this Warrant under 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 9.999% and (y) at any time and from time to time, to waive the provisions of this Section 1.4 insofar as they relate to the Threshold Percentage or to increase or decrease its Threshold Percentage (but not in excess of the Maximum Percentage) unless and the Holder shall have, by written instrument delivered to the Company, irrevocably waived its rights to so increase or decrease its Threshold Percentage, but (i) any such waiver, increase or decrease will not be effective until the occurrence of a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return 61st day after such notice is delivered to the Company Company, and (ii) any such waiver or forfeit increase or decrease will apply only to the Holder and not to any Common Shares received or receivable upon exercise other holder of this Warrant and compliance by the Warrant Holder with the exercise procedure set forth in this Warrant provided such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has not, at the time of such Put Default, issued the Common Stock issuable upon exercise of this WarrantWarrants.

Limitation on Exercise. In The grant of this Option and the event the Company properly exercises its right to give a Put Notice as described in the Subscription Agreement and one or more Subscribers to the Initial Offering (as defined in the Subscription Agreement) do not comply with their agreement to purchase Put Notes (as defined in the Subscription Agreement) (a "Put Default"), then the number issuance of shares of Common Stock issuable Shares upon exercise of this Warrant shall Option is subject to compliance with all Applicable Laws. This Option may not be reducedexercised if the issuance of Shares upon exercise would constitute a violation of any Applicable Laws. Upon each occurrence In addition, this Option may not be exercised unless (i) a registration statement under the Securities Act is in effect at the time of a Put Default, the number of shares of Common Stock issuable upon exercise of this Warrant shall be: Option with respect to the maximum purchasable number Shares or (ii) in the opinion of shares of Common Stock as set forth above multiplied by a fractionlegal counsel to the Company, the numerator of which is the amount of Put Purchase Price in relation to which a Put Default has not occurred, and the denominator of which is 3,500,000. The result so obtained is the number of shares of Common Stock issuable upon full exercise of this Warrant. There shall be no reduction in the amount of Common Shares issuable upon exercise of this Warrant under Option may be issued in accordance with the provisions terms of this Section 1.4 unless and until an applicable exemption from the occurrence registration requirements of the Securities Act. THE OPTIONEE IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. As a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return condition to the Company or forfeit any Common Shares received or receivable upon exercise of this Warrant Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and compliance to make any representation or warranty with respect thereto as may be requested by the Warrant Holder with Company. Any shares which are issued will be “restricted securities” as that term is defined in Rule 144 under the exercise procedure set forth in this Warrant provided such exercise Securities Act, and compliance occurs prior will bear an appropriate restrictive legend, unless they are registered under the Securities Act. The Company is under no obligation to a Put Default, whether or not register the Company has or has not, at the time of such Put Default, issued the Common Stock Shares issuable upon exercise of this WarrantOption. If on the date the Optionee ceases to be a Service Provider, a registration statement under the Securities Act is not in effect with respect to the Shares issuable upon exercise of this Option, this Option will remain exercisable until three (3) months after the date the Optionee is notified by the Company that such a registration statement is in effect, but in any event no later than the Expiration Date.

Limitation on Exercise. In the event the Company properly exercises its right to give a Put Notice as described in the Subscription Agreement and one or more Subscribers Notwithstanding anything to the Initial Offering (as defined in the Subscription Agreement) do not comply with their agreement to purchase Put Notes (as defined in the Subscription Agreement) (a "Put Default"), then the number of shares of Common Stock issuable upon exercise of this Warrant shall be reduced. Upon each occurrence of a Put Defaultcontrary contained herein, the number of shares of Common Stock issuable that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be: be limited to the maximum purchasable extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock as set forth above multiplied then beneficially owned by a fractionsuch 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 4.999% (the numerator “Maximum Percentage”) of which is the amount of Put Purchase Price in relation to which a Put Default has not occurred, and the denominator of which is 3,500,000. The result so obtained is the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon full exercise of this Warrantsuch exercise). There For such purposes, beneficial ownership shall be no reduction determined in accordance with Section 13(d) of the amount 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 Company’s obligation to issue shares of Common Shares issuable upon exercise Stock in excess of the limitation referred to in this Warrant under 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 be issued in compliance with such limitation (but not beyond the Expiration Date). By written notice to the Company, the Holder may waive the provisions of this Section 1.4 unless and 11 or increase or decrease the Maximum Percentage to any other percentage specified in such notice, but any such waiver or increase will not be effective until the occurrence of a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return 61st day after such notice is delivered to the Company or forfeit any Common Shares received or receivable upon exercise of this Warrant and compliance by the Warrant Holder with the exercise procedure set forth in this Warrant provided such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has not, at the time of such Put Default, issued the Common Stock issuable upon exercise of this WarrantCompany.

Limitation on Exercise. In the event the Company properly exercises its right to give a Put Notice as described in the Subscription Agreement and one or more Subscribers (a) Notwithstanding anything to the Initial Offering (as defined in the Subscription Agreement) do not comply with their agreement to purchase Put Notes (as defined in the Subscription Agreement) (a "Put Default"), then the number of shares of Common Stock issuable upon exercise of this Warrant shall be reduced. Upon each occurrence of a Put Defaultcontrary contained herein, the number of shares of Common Stock issuable that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be: be limited to the maximum purchasable extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock as then beneficially owned by such Holder 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% (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 above multiplied 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 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 be issued in compliance with such limitation. The Holder shall have the right at any time and from time to time, to waive the provisions of this Section and to increase the Maximum Percentage (but not in excess of 9.9%) unless the Holder shall have, by a fractionwritten instrument delivered to the Company, irrevocably waived its rights to so increase its Maximum Percentage, but (i) any such waiver or increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver or increase will apply only to the Holder and not to any other holder of Warrants. For any reason at any time, upon the written or oral request of the Holder, the numerator of which is Company shall within one (1) Business Day confirm orally and in writing to the amount of Put Purchase Price in relation to which a Put Default has not occurred, and the denominator of which is 3,500,000. The result so obtained is Holder the number of shares of Common Stock issuable upon full exercise of this Warrant. There shall be no reduction in the amount of Common Shares issuable upon exercise of this Warrant under the provisions of this Section 1.4 unless and until the occurrence of a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return to the Company or forfeit any Common Shares received or receivable upon exercise of this Warrant and compliance by the Warrant Holder with the exercise procedure set forth in this Warrant provided such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has not, at the time of such Put Default, issued the Common Stock issuable upon exercise of this Warrantthen outstanding.

Limitation on Exercise. In the event the Company properly exercises its right to give a Put Notice as described in the Subscription Agreement and one or more Subscribers (a) Notwithstanding anything to the Initial Offering (as defined in the Subscription Agreement) do not comply with their agreement to purchase Put Notes (as defined in the Subscription Agreement) (a "Put Default"), then the number of shares of Common Stock issuable upon exercise of this Warrant shall be reduced. Upon each occurrence of a Put Defaultcontrary contained herein, the number of shares of Common Stock issuable that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be: be limited to the maximum purchasable extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock as set forth above multiplied then beneficially owned by a fractionsuch 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 4.999% (the numerator “Maximum Percentage”) of which is the amount of Put Purchase Price in relation to which a Put Default has not occurred, and the denominator of which is 3,500,000. The result so obtained is the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon full exercise of this Warrantsuch exercise). There For such purposes, beneficial ownership shall be no reduction determined in accordance with Section 13(d) of the amount 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 Company’s obligation to issue shares of Common Shares issuable upon exercise Stock in excess of the limitation referred to in this Warrant under 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 be issued in compliance with such limitation, but in no event later than the Expiration Date. By written notice to the Company, the Holder may waive the provisions of this Section 1.4 unless and or increase or decrease the Maximum Percentage to any other percentage specified in such notice (but not in excess of 9.999%, or such lower percentage if 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 9.999%), but (i) any such waiver or increase will not be effective until the occurrence of a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return 61st day after such notice is delivered to the Company Company, and (ii) any such waiver or forfeit increase or decrease will apply only to the Holder and not to any Common Shares received or receivable upon exercise other holder of this Warrant and compliance by the Warrant Holder with the exercise procedure set forth in this Warrant provided such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has not, at the time of such Put Default, issued the Common Stock issuable upon exercise of this WarrantWarrants.

Limitation on Exercise. In the event the Company properly exercises its right to give a Put Notice as described in the Subscription Agreement and one or more Subscribers (a) Notwithstanding anything to the Initial Offering (as defined in the Subscription Agreement) do not comply with their agreement to purchase Put Notes (as defined in the Subscription Agreement) (a "Put Default"), then the number of shares of Common Stock issuable upon exercise of this Warrant shall be reduced. Upon each occurrence of a Put Defaultcontrary contained herein, the number of shares of Common Stock issuable that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be: be limited to the maximum purchasable extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock as set forth above multiplied then beneficially owned by a fractionsuch 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 4.999% (the numerator “Maximum Percentage”) of which is the amount of Put Purchase Price in relation to which a Put Default has not occurred, and the denominator of which is 3,500,000. The result so obtained is the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). Each delivery of an Exercise Notice by a Holder will constitute a representation by such Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full exercise number of Warrant Shares requested in such Exercise Notice is permitted under this Warrantparagraph. There For such purposes, beneficial ownership shall be no reduction determined in accordance with Section 13(d) of the amount 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 Company’s obligation to issue shares of Common Shares issuable upon exercise Stock in excess of the limitation referred to in this Warrant under 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 be issued in compliance with such limitation. By written notice to the Company, the Holder may waive the provisions of this Section 1.4 unless and 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 occurrence of a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return 61st day after such notice is delivered to the Company Company, and (ii) any such waiver or forfeit increase or decrease will apply only to the Holder and not to any Common Shares received or receivable upon exercise other holder of this Warrant and compliance by the Warrant Holder with the exercise procedure set forth in this Warrant provided such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has not, at the time of such Put Default, issued the Common Stock issuable upon exercise of this WarrantWarrants.

Limitation on Exercise. In the event the Company properly exercises its right to give a Put Notice as described in the Subscription Agreement and one or more Subscribers (a) Notwithstanding anything to the Initial Offering (as defined in the Subscription Agreement) do not comply with their agreement to purchase Put Notes (as defined in the Subscription Agreement) (a "Put Default"), then the number of shares of Common Stock issuable upon exercise of this Warrant shall be reduced. Upon each occurrence of a Put Defaultcontrary contained herein, the number of shares of Common Stock issuable that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be: be limited to the maximum purchasable extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock as set forth above multiplied then beneficially owned by a fraction, such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the numerator Holder's for purposes of which is Section 13(d) of the amount Exchange Act does not exceed 9.99% (the "MAXIMUM PERCENTAGE") of Put Purchase Price in relation to which a Put Default has not occurred, and the denominator of which is 3,500,000. The result so obtained is the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon full exercise of this Warrantsuch exercise). There For such purposes, beneficial ownership shall be no reduction determined in accordance with Section 13(d) of the amount 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 Company's obligation to issue shares of Common Shares issuable upon exercise Stock in excess of the limitation referred to in this Warrant under 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 be issued in compliance with such limitation. By written notice to the Company, the Holder may waive the provisions of this Section 1.4 unless and 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 occurrence of a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return 61st day after such notice is delivered to the Company Company, and (ii) any such waiver or forfeit increase or decrease will apply only to the Holder and not to any Common Shares received or receivable upon exercise other holder of this Warrant and compliance by the Warrant Holder with the exercise procedure set forth in this Warrant provided such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has not, at the time of such Put Default, issued the Common Stock issuable upon exercise of this WarrantWarrants.

Limitation on Exercise. In the event the Company properly exercises its right to give a Put Notice as described in the Subscription Agreement and one or more Subscribers Notwithstanding anything to the Initial Offering (as defined in the Subscription Agreement) do not comply with their agreement to purchase Put Notes (as defined in the Subscription Agreement) (a "Put Default"), then the number of shares of Common Stock issuable upon exercise of this Warrant shall be reduced. Upon each occurrence of a Put Defaultcontrary contained herein, the number of shares of Common Stock issuable that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be: be limited to the maximum purchasable extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock as set forth above multiplied then beneficially owned by a fractionsuch 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 4.999% (the numerator “Maximum Percentage”) of which is the amount of Put Purchase Price in relation to which a Put Default has not occurred, and the denominator of which is 3,500,000. The result so obtained is the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon full exercise of this Warrantsuch exercise). There For such purposes, beneficial ownership shall be no reduction determined in accordance with Section 13(d) of the amount 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 Company’s obligation to issue shares of Common Shares issuable upon exercise Stock in excess of the limitation referred to in this Warrant under 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 be issued in compliance with such limitation, but in no event later than the Expiration Date. By written notice to the Company, the Holder may waive the provisions of this Section 1.4 unless and 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 occurrence of a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return 61st day after such notice is delivered to the Company Company, and (ii) any such waiver or forfeit increase or decrease will apply only to the Holder and not to any Common Shares received or receivable upon exercise other holder of this Warrant and compliance by the Warrant Holder with the exercise procedure set forth in this Warrant provided such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has not, at the time of such Put Default, issued the Common Stock issuable upon exercise of this WarrantWarrants.

Limitation on Exercise. In the event the Company properly exercises its right to give a Put Notice as described in the Subscription Agreement and one or more Subscribers (a) Notwithstanding anything to the Initial Offering (as defined in the Subscription Agreement) do not comply with their agreement to purchase Put Notes (as defined in the Subscription Agreement) (a "Put Default"), then the number of shares of Common Stock issuable upon exercise of this Warrant shall be reduced. Upon each occurrence of a Put Defaultcontrary contained herein, the number of shares of Common Stock issuable that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be: be limited to the maximum purchasable extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock as set forth above multiplied then beneficially owned by a fractionsuch 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 4.999% (the numerator “Maximum Percentage”) of which is the amount of Put Purchase Price in relation to which a Put Default has not occurred, and the denominator of which is 3,500,000. The result so obtained is the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon full exercise of this Warrantsuch exercise). There For such purposes, beneficial ownership shall be no reduction determined in accordance with Section 13(d) of the amount 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 Company’s obligation to issue shares of Common Shares issuable upon exercise Stock in excess of the limitation referred to in this Warrant under 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 be issued in compliance with such limitation, but in no event later than the Expiration Date. By written notice to the Company, the Holder may waive the provisions of this Section 1.4 unless and 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 occurrence of a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return 61st day after such notice is delivered to the Company Company, and (ii) any such waiver or forfeit increase or decrease will apply only to the Holder and not to any Common Shares received or receivable upon exercise other holder of this Warrant and compliance by the Warrant Holder with the exercise procedure set forth in this Warrant provided such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has not, at the time of such Put Default, issued the Common Stock issuable upon exercise of this WarrantWarrants.

Limitation on Exercise. In the event the Company properly exercises its right to give a Put Notice as described in the Subscription Agreement and one or more Subscribers (a) Notwithstanding anything to the Initial Offering (as defined in the Subscription Agreement) do not comply with their agreement to purchase Put Notes (as defined in the Subscription Agreement) (a "Put Default"), then the number of shares of Common Stock issuable upon exercise of this Warrant shall be reduced. Upon each occurrence of a Put Defaultcontrary contained herein, the number of shares of Common Stock issuable that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be: be limited to the maximum purchasable extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock as set forth above multiplied then beneficially owned by a fractionsuch 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 4.999% (the numerator "MAXIMUM PERCENTAGE") of which is the amount of Put Purchase Price in relation to which a Put Default has not occurred, and the denominator of which is 3,500,000. The result so obtained is the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon full exercise of this Warrantsuch exercise). There For such purposes, beneficial ownership shall be no reduction determined in accordance with Section 13(d) of the amount 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 Company's obligation to issue shares of Common Shares issuable upon exercise Stock in excess of the limitation referred to in this Warrant under 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 be issued in compliance with such limitation. By written notice to the Company, the Holder may waive the provisions of this Section 1.4 unless and 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 occurrence of a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return 61st day after such notice is delivered to the Company Company, and (ii) any such waiver or forfeit increase or decrease will apply only to the Holder and not to any Common Shares received or receivable upon exercise other holder of this Warrant and compliance by the Warrant Holder with the exercise procedure set forth in this Warrant provided such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has not, at the time of such Put Default, issued the Common Stock issuable upon exercise of this WarrantWarrants.

Limitation on Exercise. In the event the Company properly exercises its right to give a Put an Optional Purchase Notice as described in the Subscription Private Equity Line Credit Agreement ("Credit Agreement") entered into by the Company and one certain Investors at or more Subscribers about the Issue Date of this Warrant in relation to the Initial Offering $12,200,000 of Commitment Amount (as defined in the Subscription Credit Agreement) and one or more Investors identified in the Credit Agreement do not comply with their agreement to purchase Put Notes Common Stock of the Company (as defined in the Subscription Credit Agreement) (a "Put Commitment Default"), then the number of shares of Common Stock issuable upon exercise of this Warrant shall be reduced. Upon each occurrence of a Put Commitment Default, the number of shares of Common Stock issuable upon exercise of this Warrant shall be: the maximum purchasable number of shares of Common Stock as set forth above multiplied by a fraction, the numerator of which is the amount of Put Purchase Price Commitment Amount in relation to which a Put Commitment Default has not occurred, and the denominator of which is 3,500,000equal to the Commitment Amount. The result so obtained is the number of shares of Common Stock issuable upon full exercise of this Warrant. There shall be no reduction in the amount of Common Shares issuable upon exercise of this Warrant under the provisions of this Section 1.4 unless and until the occurrence of a Put Commitment Default. Under no circumstances and in no event will the Warrant Holder be required to return to the Company or forfeit any Common Shares received or receivable upon exercise of this Warrant and regardless of the occurrence of a Commitment Default after compliance by the Warrant Holder with the exercise procedure set forth in this Warrant provided such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has not, at the time of such Put Default, not issued the Common Stock issuable upon exercise of this Warrant.

Limitation on Exercise. In the event the Company properly exercises its right to give a Put Notice as described in the Subscription Agreement and one or more Subscribers (a) Notwithstanding anything to the Initial Offering (as defined in the Subscription Agreement) do not comply with their agreement to purchase Put Notes (as defined in the Subscription Agreement) (a "Put Default"), then the number of shares of Common Stock issuable upon exercise of this Warrant shall be reduced. Upon each occurrence of a Put Defaultcontrary contained herein, the number of shares of Common Stock issuable that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be: be limited to the maximum purchasable extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock as set forth above multiplied then beneficially owned by a fractionsuch 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% (the numerator "Maximum Percentage") of which is the amount of Put Purchase Price in relation to which a Put Default has not occurred, and the denominator of which is 3,500,000. The result so obtained is the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon full exercise of this Warrantsuch exercise). There For such purposes, beneficial ownership shall be no reduction determined in accordance with Section 13(d) of the amount 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 Company's obligation to issue shares of Common Shares issuable upon exercise Stock in excess of the limitation referred to in this Warrant under 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 be issued in compliance with such limitation. The Holder shall have the right at any time and from time to time, to waive the provisions of this Section 1.4 and to increase the Maximum Percentage (but not in excess of 9.9%) unless and the Holder shall have, by written instrument delivered to the Company, irrevocably waived its rights to so increase its Maximum Percentage, but (i) any such waiver or increase will not be effective until the occurrence of a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return 61st day after such notice is delivered to the Company Company, and (ii) any such waiver or forfeit increase will apply only to the Holder and not to any Common Shares received or receivable upon exercise other holder of this Warrant and compliance by the Warrant Holder with the exercise procedure set forth in this Warrant provided such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has not, at the time of such Put Default, issued the Common Stock issuable upon exercise of this WarrantWarrants.

Limitation on Exercise. In the event the Company properly exercises its right to give a Put Notice as described Notwithstanding anything in the Subscription Agreement and one or more Subscribers this Warrant to the Initial Offering contrary, in no event shall the Holder be entitled to exercise this Warrant for a number of Warrant Shares (as defined or portions thereof) in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the Subscription Agreementaggregate number of shares of Common Stock beneficially owned by the Holder to exceed 4.99% of the outstanding shares of Common Stock following such exercise, except within sixty (60) do not comply with their agreement to purchase Put Notes (as defined in days of the Subscription Agreement) (a "Put Default")Expiration Date. For purposes of the foregoing, then the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination is being made, but shall exclude shares of Common Stock 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 reducedcalculated in accordance with Section 13(d) of the Exchange Act. Upon each occurrence 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 Put Default, more recent public announcement by the Company or (3) any other notice by the Company or its Transfer Agent setting forth the number of shares of Common Stock issuable upon exercise outstanding. Upon the written request of this Warrant shall be: the maximum purchasable number of shares of Common Stock as set forth above multiplied by a fractionany holder, the numerator Company shall promptly, but in no event later than one business day following the receipt of which is such notice, confirm in writing to the amount of Put Purchase Price in relation to which a Put Default has not occurred, and the denominator of which is 3,500,000. The result so obtained is Holder the number of shares of Common Stock issuable upon full exercise then outstanding. In any case, the number of this Warrant. There outstanding shares of Common Stock shall be no reduction in determined after giving effect to the amount of Common Shares issuable upon exercise of this Warrant under the provisions of this Section 1.4 unless and until the occurrence of a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return to the Company or forfeit any Common Shares received or receivable upon exercise of this Warrant and compliance by the Warrant Holder with since the exercise procedure set forth in this Warrant provided date as of which such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has not, at the time number of such Put Default, issued the outstanding shares of Common Stock issuable upon exercise of this Warrantwas reported.

Limitation on Exercise. In the event the Company properly exercises its right to give a Put Notice as described in the Subscription Agreement and one or more Subscribers Notwithstanding anything to the Initial Offering contrary contained herein, except for Holders whose beneficial ownership of Common Stock already exceeds the Maximum Percentage (as defined in below) of the Subscription Agreement) do not comply with their agreement to purchase Put Notes (as defined in the Subscription Agreement) (a "Put Default"), then the total number of issued and outstanding shares of Common Stock issuable upon immediately prior to exercise of this Warrant shall be reduced. Upon each occurrence of a Put DefaultWarrant, the number of shares of Common Stock issuable that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be: be limited to the maximum purchasable extent necessary to ensure that, following such exercise (or other issuance), the total number of shares of Common Stock as set forth above multiplied then beneficially owned by a fractionsuch 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 4.999% (the numerator “Maximum Percentage”) of which is the amount of Put Purchase Price in relation to which a Put Default has not occurred, and the denominator of which is 3,500,000. The result so obtained is the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon full exercise of this Warrantsuch exercise). There 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 reduction in the amount liability with respect to this Section 11. The Company’s obligation to issue shares of Common Shares issuable upon exercise Stock in excess of the limitation referred to in this Warrant under 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 be issued in compliance with such limitation, but in no event later than the Expiration Date. By written notice to the Company, the Holder may waive the provisions of this Section 1.4 unless and 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 occurrence of a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return 61st day after such notice is delivered to the Company Company, and (ii) any such waiver or forfeit increase or decrease will apply only to the Holder and not to any Common Shares received or receivable upon exercise other holder of this Warrant and compliance by the Warrant Holder with the exercise procedure set forth in this Warrant provided such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has not, at the time of such Put Default, issued the Common Stock issuable upon exercise of this WarrantWarrants.

Limitation on Exercise. In Notwithstanding any provision to the contrary contained herein, in no event shall the Holder be entitled to exercise this Warrant, nor will the Company properly exercises recognize such exercise, such that upon giving effect to such exercise, the aggregate number of shares of Common Stock then beneficially owned by the Holder and its right to give a Put Notice as described in the Subscription Agreement and one or more Subscribers to the Initial Offering ("affiliates" as defined in Rule 144 of the Subscription AgreementAct would exceed 4.99% of the total issued and outstanding shares of the Common Stock following such exercise; provided, however, that Holder may elect to waive this restriction upon not less than sixty-one (61) do days prior written notice to the Company. For purposes of this Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 20, the Company shall not comply with their agreement be held liable under the penalty provisions of Section 2.6 as long as the Company acts in good faith in its non-recognition of such exercise. NTN COMMUNICATIONS, INC. By: --------------------------------- Name: Title: [FORM OF] ELECTION TO PURCHASE SHARES AND TRANSFER AGENT INSTRUCTIONS The undersigned hereby irrevocably elects to exercise the Warrant to purchase Put Notes ____ shares of Common Stock, par value $.005 per share (as defined in the Subscription Agreement) (a "Put DefaultCommon Stock"), then of NTN COMMUNICATIONS, INC. (the "Company") and hereby [makes payment of $________ in consideration therefor] [or] [makes payment in consideration therefor by reduction pursuant to Section 2.1(b)(ii) of the Warrant of the number of shares of Common Stock otherwise issuable to the Holder upon Warrant exercise by ______ shares] [or] [makes payment in consideration therefor by delivery of this Warrant shall be reduced. Upon each occurrence of a Put Default, the number of shares of following Common Stock issuable upon exercise Certificates of this Warrant shall be: the maximum purchasable number Company pursuant to Section 2.1(b)(iii) of shares of Common Stock as set forth above multiplied by a fractionthe Warrant, the numerator certificates of which is the amount of Put Purchase Price in relation to which a Put Default has not occurred, are attached hereto for cancellation _______ [list certificates by number and the denominator of which is 3,500,000amount]]. The result so obtained is the number of undersigned hereby requests that certificates for such shares of Common Stock issuable upon full exercise of this Warrant. There shall be no reduction in the amount of Common Shares issuable upon exercise of this Warrant under the provisions of this Section 1.4 unless issued and until the occurrence of a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return to the Company or forfeit any Common Shares received or receivable upon exercise of this Warrant and compliance by the Warrant Holder with the exercise procedure set forth in this Warrant provided such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has not, at the time of such Put Default, issued the Common Stock issuable upon exercise of this Warrant.delivered as follows:

Limitation on Exercise. In the event the Company properly exercises its right to give a Put Notice as described in the Subscription Agreement and one or more Subscribers Notwithstanding anything to the Initial Offering contrary contained herein, except for Holders whose beneficial ownership of Common Stock already exceeds the Maximum Percentage (as defined in below) of the Subscription Agreement) do not comply with their agreement to purchase Put Notes (as defined in the Subscription Agreement) (a "Put Default"), then the total number of issued and outstanding shares of Common Stock issuable upon immediately prior to exercise of this Warrant shall be reduced. Upon each occurrence Warrant, at any time the Common Stock is registered pursuant to Section 12 of a Put Defaultthe Exchange Act, the number of shares of Common Stock issuable that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be: be limited to the maximum purchasable extent necessary to ensure that, following such exercise (or other issuance), the total number of shares of Common Stock as set forth above multiplied then beneficially owned by a fractionsuch 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 equal or exceed ten percent (10%) (the numerator “Maximum Percentage”) of which is the amount of Put Purchase Price in relation to which a Put Default has not occurred, and the denominator of which is 3,500,000. The result so obtained is the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon full exercise of this Warrantsuch exercise). There 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 reduction in the amount liability with respect to this Section 11. The Company’s obligation to issue shares of Common Shares issuable upon exercise Stock in excess of the limitation referred to in this Warrant under 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 be issued in compliance with such limitation, but in no event later than the Expiration Date. By written notice to the Company, the Holder may waive the provisions of this Section 1.4 unless and 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 occurrence of a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return sixty-first (61st) day after such notice is delivered to the Company Company, and (ii) any such waiver or forfeit increase or decrease will apply only to the Holder and not to any Common Shares received or receivable upon exercise other holder of this Warrant and compliance by the Warrant Holder with the exercise procedure set forth in this Warrant provided such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has not, at the time of such Put Default, issued the Common Stock issuable upon exercise of this WarrantWarrants.

Limitation on Exercise. In Notwithstanding the event rights of the holder to exercise all or a portion of this Warrant as described herein, such exercise rights shall be limited, solely to the extent required, from time to time, such that in no instance shall the maximum number of shares of Common Stock which the holder may receive in respect of any exercise of all or a portion of this Warrant exceed, at any one time, an amount equal to the remainder of (i) 4.99% of the then issued and outstanding shares of Common Stock of the Company properly exercises its right to give a Put Notice as described in the Subscription Agreement and one or more Subscribers to the Initial Offering following such exercise, minus (as defined in the Subscription Agreementii) do not comply with their agreement to purchase Put Notes (as defined in the Subscription Agreement) (a "Put Default"), then the number of shares of Common Stock issuable of the Company then owned (beneficially or of record) by the holder (the "Limitation on Conversion"); provided, however, the Limitation on Conversion shall not apply, and shall be of no further force and effect following the occurrence of any Event or Default (as described in Section 9 of the Convertible Debentures of the Company issued the date hereof pursuant to the Subscription Agreement) pursuant to which this Warrant is issued and for which the holder hereof has provided written notice thereof and which is not cured within the greater of the applicable time period specified in either (I) such written notice of the holder or (II) such Convertible Debenture. The Company shall not be obligated to issue any Common Stock as dividends or upon conversion of the Debentures or exercise of this Warrant shall be reduced. Upon each occurrence the Warrants if, after giving effect to such issuance, more than an aggregate of a Put Default, the number of 19.9% shares of Common Stock issuable upon exercise stock issued and outstanding as of this Warrant the Closing (the "Maximum Number of Shares") shall be: have been previously issued in respect thereof. In the maximum purchasable number event that the ISSUER issues the Maximum Number of shares of Common Stock as set forth above multiplied by a fractionShares, the numerator ISSUER take all actions to cause the remedy as specified in Sec 4(b) of which is the amount of Put Purchase Price in relation to which a Put Default has not occurred, and the denominator of which is 3,500,000. The result so obtained is the number of shares of Common Stock issuable upon full exercise of this Warrant. There shall be no reduction in the amount of Common Shares issuable upon exercise of this Warrant under the provisions of this Section 1.4 unless and until the occurrence of a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return to the Company or forfeit any Common Shares received or receivable upon exercise of this Warrant and compliance by the Warrant Holder with the exercise procedure set forth in this Warrant provided such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has not, at the time of such Put Default, issued the Common Stock issuable upon exercise of this Warrant.Convertible Debenture

Limitation on Exercise. In the event the Company properly exercises its right to give a Put Notice as described in the Subscription Agreement and one or more Subscribers Notwithstanding anything to the Initial Offering (as defined in the Subscription Agreement) do not comply with their agreement to purchase Put Notes (as defined in the Subscription Agreement) (a "Put Default"), then the number of shares of Common Stock issuable upon exercise of this Warrant shall be reduced. Upon each occurrence of a Put Defaultcontrary contained herein, the number of shares of Common Stock issuable that may be acquired by the Holder upon any exercise of this Warrant Additional Investment Right (or otherwise in respect hereof) shall be: be limited to the maximum purchasable extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock as set forth above multiplied then beneficially owned by a fractionsuch 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 4.999% (the numerator "Maximum Percentage") of which is the amount of Put Purchase Price in relation to which a Put Default has not occurred, and the denominator of which is 3,500,000. The result so obtained is the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon full exercise of this Warrantsuch exercise). There For such purposes, beneficial ownership shall be no reduction determined in accordance with Section 13(d) of the amount 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 Additional Investment Right Shares requested in such Exercise Notice is permitted under this paragraph. Notwithstanding anything herein to the contrary, the Company's obligation to issue shares of Common Shares issuable upon exercise Stock in excess of the limitation referred to in this Warrant under 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 be issued in compliance with such limitation. By written notice to the Company, the Holder may waive the provisions of this Section 1.4 unless and 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 occurrence of a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return 61st day after such notice is delivered to the Company Company, and (ii) any such waiver or forfeit increase or decrease will apply only to the Holder and not to any Common Shares received or receivable upon exercise other holder of this Warrant and compliance by the Warrant Holder with the exercise procedure set forth in this Warrant provided such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has not, at the time of such Put Default, issued the Common Stock issuable upon exercise of this WarrantAdditional Investment Rights.