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 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 4.999% (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. 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 may waive the provisions of this Section 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 61st day after such notice is delivered to the Company, and (ii) any such waiver or increase or decrease will apply only to the Holder and not to any other holder of Warrants. (b) Notwithstanding anything to the contrary contained herein, this Warrant may not be exercised to the extent such exercise would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.999% of the then issued and outstanding shares of Common Stock, including shares issuable upon exercise of this Warrant shall be: after application of this Section. Since the maximum purchasable number of shares of Common Stock as set forth above multiplied by a fraction, Holder will not be obligated to report to 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 Company the number of shares of Common Stock issuable upon full it may hold at the time of an exercise hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 9.999% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section 11(b) will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section 11(b) applies, the determination of the extent to which this Warrant is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered an Exercise Notice for a number of Warrant Shares that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this Warrant. There fact and shall honor the Exercise Notice to the extent of the maximum number of Warrant Shares permitted to be no reduction in the amount of Common Shares issuable upon exercise of this Warrant under purchased at such Exercise Date pursuant to 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 Warrant11(b).

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 4.99% (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 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 then outstanding. (b) If the Company has not previously obtained Company Shareholder Approval, then the Company may not issue shares of Common Stock in excess of the Issuable Maximum upon exercise of the Warrants. The "Issuable Maximum" means a number of shares equal to 19.99% of the Company's outstanding shares on the First Closing Date. Each Holder (or such Xxxxxx's successor in interest) shall be entitled to a portion of the Issuable Maximum (and any amounts to be paid in excess thereof) equal to the quotient obtained by dividing: (x) the principal amount of Debentures issued and sold to such Holder at the First Closing and the Second Closing by (y) the aggregate principal amount of Debentures issued and sold by the Company at the First Closing and the Second Closing. If any Holder (or such Xxxxxx's successor in interest) shall no longer hold Debentures or Warrants, then such Holder's remaining portion of the Issuable Maximum (and any amounts to be paid in excess thereof) shall be allocated pro-rata among the remaining Holders. If on any Exercise Date: (A) the sum of (I) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full exercise of this Warrant. There all then outstanding Warrants and conversion in full of all then outstanding principal amount and accrued interest on the Debentures and (II) all shares of Common Stock previously issued pursuant to any of the Debentures and Warrants, would exceed the Issuable Maximum, and (B) the Company shall not have previously obtained Company Shareholder Approval, then, (with respect to such exercise) the Company shall issue to the exercising Holder the lesser of (i) the number of shares of Common Stock to be issued pursuant to the Exercise Notice and (ii) a number of shares of Common Stock equal to such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum less all Underlying Shares previously issued under the Debentures and the Warrants to such Holder. The Company and the Holder understand and agree that shares of Common Stock issued to and then held by the Holder as a result of exercises of Warrants shall not be entitled to cast votes on any resolution to obtain Company Shareholder Approval pursuant hereto. The Company and the Holder acknowledge and agree that this Section 11(b) is meant to work in conjunction with Section 6(b)(iii) under the Debentures so that in no reduction in instance are Underlying Shares issued so that the aggregate amount of Common Shares issuable upon exercise of this Warrant under Stock issued hereunder and thereunder exceeds the provisions of this Section 1.4 Issuable Maximum 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 Warrantobtained Company Shareholder Approval.

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 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 9.99% (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 by a fractionin 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 numerator Holder may waive the provisions of which this Section 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 61st day after such notice is delivered to the amount of Put Purchase Price in relation to which a Put Default has not occurredCompany, and (ii) any such waiver or increase or decrease will apply only to the denominator Holder and not to any other holder of which is 3,500,000. The result so obtained is Warrants. (b) Notwithstanding anything to the contrary contained herein, the maximum number of shares of Common Stock issuable upon full exercise of this Warrant. There shall be no reduction in that 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 Company may issue pursuant to the Company or forfeit any Common Shares received or receivable upon exercise of this Warrant and compliance by Transaction Documents at an effective purchase price less than the Warrant Holder with Closing Price on the exercise procedure set forth in this Warrant provided such exercise and compliance occurs prior to a Put Default, whether or not Trading Day immediately preceding the Company has or has not, at Closing Date equals 6,986,734 shares (the time of such Put Default, issued the Common Stock issuable upon exercise of this Warrant."ISSUABLE MAXIMUM"),

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 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 “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 by a fractionin 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, but in no event later than the Expiration Date. By written notice to the Company, the numerator Holder may waive the provisions of which this Section 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 61st day after such notice is delivered to the Company, and (ii) any such waiver or increase or decrease will apply only to the Holder and not to any other holder of Warrants. (b) Notwithstanding anything to the contrary contained herein, if the Trading Market is the amount of Put Purchase Price in relation to which a Put Default has not occurredNew York Stock Exchange or any other market or exchange with similar applicable rules, and then the denominator of which is 3,500,000. The result so obtained is the maximum number of shares of Common Stock issuable upon full exercise that the Company may issue pursuant to the Transaction Documents at an effective purchase price less than the Closing Price on the Trading Day immediately preceding the Closing Date equals 19.99% of this Warrant. There shall be no reduction in the amount outstanding shares of Common Shares issuable upon exercise of this Warrant under Stock immediately preceding the provisions of this Section 1.4 Closing Date (the “Issuable Maximum”), 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 obtains stockholder approval in accordance with the exercise procedure set forth in this Warrant provided rules and regulations of such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has notTrading Market. If, at the time any Holder requests an exercise of any of the Warrants, the Actual Minimum (excluding any shares issued or issuable at an effective purchase price in excess of the Closing Price on the Trading Day immediately preceding the Closing Date) exceeds the Issuable Maximum (and if the Company has not previously obtained the required stockholder approval), then the Company shall issue to the Holder requesting such Put Default, issued the exercise a number of shares of Common Stock issuable upon exercise not exceeding such Holder’s pro-rata portion of this Warrant.the Issuable Maximum (based on such Holder’s share (vis-à-vis other Holders) of the aggregate purchase price paid under the Purchase Agreement and taking into account any Warrant Shares previously issued to such Holder). For the purposes hereof, “

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 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 “Threshold Percentage”) or 9.999% (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 limitations set forth above multiplied by a fractionin 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 numerator 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 event and only to the extent that Section 16 of which the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the amount 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 Put Purchase this Section 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 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 61st day after such notice is delivered to the Company, and (ii) any such waiver or increase or decrease will apply only to the Holder and not to any other holder of Warrants. (b) Notwithstanding anything to the contrary contained herein the maximum number of shares of Common Stock that the Company may issue pursuant to the Transaction Documents at an effective purchase price less than the Closing Price on the Trading Day immediately preceding the Closing Date equals 19.99% of the outstanding shares of Common Stock immediately preceding the Closing Date (the “Issuable Maximum”), unless the Company obtains shareholder approval in relation to which a Put Default accordance with the rules and regulations of such Trading Market, if applicable. If, at the time any Holder requests an exercise of any of the Warrants, the Actual Minimum (excluding any shares issued or issuable at an effective purchase price in excess of the Closing Price on the Trading Day immediately preceding the Closing Date) exceeds the Issuable Maximum (and if the Company has not occurredpreviously obtained the required shareholder approval), then the Company shall issue to the Holder requesting such exercise a number of shares of Common Stock not exceeding such Holder’s pro-rata portion of the Issuable Maximum (based on such Holder’s share (vis-à-vis other Holders) of the aggregate purchase price paid under the Purchase Agreement and taking into account any Warrant Shares previously issued to such Holder). For the denominator purposes hereof, “Actual Minimum” shall mean, as of which is 3,500,000. The result so obtained is any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any Underlying Shares issuable upon exercise in full of all Warrants, without giving effect to any limits on the number of shares of Common Stock issuable upon full exercise of this Warrant. There shall that may 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 owned by a Put Default. Under no circumstances and in no event will the Warrant Holder be required to return to the Company or forfeit at 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 Warrantone time.

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 4.999% (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 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 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 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 pursuant to an exemption from the exercise procedure set forth registration requirements of the Act will be "restricted securities" as that term is defined in this Warrant provided such exercise Rule 144 under the Act, and compliance occurs prior will bear an appropriate restrictive legend, unless they are registered under the 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.

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 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 “Threshold Percentage”) or 9.999% (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 limitations set forth above multiplied by a fractionin 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 numerator 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 event and only to the extent that Section 16 of which the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the amount 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 Put Purchase Price this Section insofar as they relate to the Threshold Percentage or to increase or decrease its Threshold Percentage (but not in relation excess of the Maximum Percentage) unless the Holder shall have, by written instrument delivered to which a Put Default has the Company, irrevocably waived its rights to so increase or decrease its Threshold Percentage, but (i) any such waiver, increase or decrease will not occurredbe effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver or increase or decrease will apply only to the denominator Holder and not to any other holder of which is 3,500,000. The result so obtained is Warrants. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock issuable that may be acquired by the Holder upon full exercise of this Warrant. There shall be no reduction in the amount of Common Shares issuable upon any 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 (or otherwise in no event will the Warrant Holder respect hereof) shall be required to return limited to the Company extent necessary to insure that, following such exercise (or forfeit 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 Shares received or receivable upon exercise of this Warrant and compliance by the Warrant Holder Stock would be aggregated with the exercise procedure set forth in this Warrant provided Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 19.999% of the total number of issued and outstanding shares of Common Stock (including for such exercise and compliance occurs prior to a Put Default, whether or not purpose the Company has or has not, at the time shares of such Put Default, issued the Common Stock issuable upon exercise such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of this Warrantthe Exchange Act and the rules and regulations promulgated thereunder.

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 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% 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 by a fractionin this paragraph and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. By written notice to the Company, the numerator Holder may waive the provisions of which this Section but (i) any such waiver will not be effective until the 61st day after such notice is delivered to the amount of Put Purchase Price in relation to which a Put Default has not occurredCompany, and (ii) any such waiver will apply only to the denominator Holder and not to any other holder of which is 3,500,000Warrants. The result so obtained is This provision shall not restrict the number of shares of Common Stock issuable upon full exercise 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 as contemplated in Section 9 of this Warrant. There shall be no reduction in . (b) Notwithstanding anything to the amount contrary contained herein, the number of shares of Common Shares issuable Stock that may be acquired by the Holder upon any 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 (or otherwise in no event will the Warrant Holder respect hereof) shall be required to return limited to the Company extent necessary to insure that, following such exercise (or forfeit 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 Shares received or receivable Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of this Warrant the Exchange Act and compliance the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Warrant Holder with that it has evaluated the exercise procedure limitation set forth in this paragraph and determined that issuance of the full number of Warrant provided Shares requested in such exercise and compliance occurs prior Exercise Notice is permitted under this paragraph. 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 Put Default, whether merger or not other business combination or reclassification involving the Company has or has not, at the time of such Put Default, issued the Common Stock issuable upon exercise as contemplated in Section 9 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 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 9.999% 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. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth above multiplied by a fractionin 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, but in no event later than the numerator of which Expiration Date. (b) Notwithstanding anything to the contrary contained herein, if the Trading Market is the amount of Put Purchase Price in relation to which a Put Default has not occurredNew York Stock Exchange or any other market or exchange with similar applicable rules, and then the denominator of which is 3,500,000. The result so obtained is the maximum number of shares of Common Stock issuable upon full exercise that the Company may issue pursuant to the Transaction Documents at an effective purchase price less than the Closing Price on the Trading Day immediately preceding the Closing Date equals 19.99% of this Warrant. There shall be no reduction in the amount outstanding shares of Common Shares issuable upon exercise of this Warrant under Stock immediately preceding the provisions of this Section 1.4 Closing Date (the “Issuable Maximum”), 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 obtains stockholder approval in accordance with the exercise procedure set forth in this Warrant provided rules and regulations of such exercise and compliance occurs prior to a Put Default, whether or not the Company has or has notTrading Market. If, at the time any Holder requests an exercise of any of the Warrants, the Actual Minimum (excluding any shares issued or issuable at an effective purchase price in excess of the Closing Price on the Trading Day immediately preceding the Closing Date) exceeds the Issuable Maximum (and if the Company has not previously obtained the required stockholder approval), then the Company shall issue to the Holder requesting such Put Default, issued the exercise a number of shares of Common Stock issuable upon exercise not exceeding such Holder’s pro rata portion of this Warrant.the Issuable Maximum (based on such Holder’s share (vis-à-vis other Holders) of the aggregate purchase price paid under the Purchase Agreement and taking into account any Warrant Shares previously issued to such Holder). For the purposes hereof, “

Limitation on Exercise. (i) The Common Stock issued upon exercise of the Options shall be issued only to the Contractor. Each share certificate representing Common Stock purchased upon exercise of the Options shall bear a legend stating that the Common Stock evidenced thereby may not be sold or transferred except in compliance with the Securities Act of 1933, as amended (the "1933 Act") and the provisions of this Agreement. In the event of a transfer that is inconsistent with the restrictions on such legend, the certificate(s) may be made subject to a stop transfer order placed with the Company's transfer agent. (ii) The Options shall not be exercisable unless and until (A) a registration statement under the 1933 Act has been duly filed and declared effective pertaining to the Common Stock subject to such Options and such Common Stock shall have been qualified under applicable state "blue sky" laws, or (B) the Board in its sole discretion determines that such registration and qualification is not required as a result of the availability of an exemption from such registration and qualification under such laws. The Company shall use all reasonable efforts to file a registration statement with the Securities and Exchange Commission (the "SEC") on Form S-8 with respect to the Common Stock subject to an Option on or prior to the date on which such Option becomes exercisable; provided, however, the Company shall be under no obligation to file a registration statement with the SEC with respect to such Common Stock subject to the Options unless and until the Company files a registration statement with the SEC with respect to the common stock of the Company owned by X-X Associates, LLC, a Delaware limited liability company. In the event the Company properly exercises its right is unable to give file a Put Notice as described registration statement with respect to all of the common stock of the Company owned by X-X Associates, LLC and the Common Stock subject to the Options, the Company shall file a registration statement to register an amount of common stock of the Company owned by X-X Associates, LLC and the Common Stock subject to the Options in proportion to the fully diluted common stock share ownership of X-X Associates, LLC, Bentley King Associates and Xxxxxxxx Partners, LLC in the Subscription Agreement and one or more Subscribers Company at the time of the filing of such registration statement. The Company shall have no obligation to issue any Common Stock pursuant 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 an Option if 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, reasonably determines at the time of such Put Default, issued exercise that the issuance of Common Stock issuable upon exercise at such time would violate applicable securities laws or violate then existing policies of this Warrantthe Company applicable to consultants of the Company or its Subsidiaries holding options to purchase Common Stock.

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 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.

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