Common use of Limitation on Exercise Clause in Contracts

Limitation on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 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 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 (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 the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%.

Limitation on Exercise. Notwithstanding anything to the contrary contained hereinin this Warrant, the number of shares of Common Stock that may this Warrant shall not be acquired exercisable by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited hereof to the extent necessary (but only to insure that, following such exercise the extent) that the Holder or any of its affiliates would beneficially own in excess of 49.9% (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“Maximum Percentage”) of the Exchange ActCommon Stock after giving effect to such exercise. To the extent the above limitation applies, does not exceed 9.99% the determination of whether this Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the "MAXIMUM PERCENTAGE"Holder or any of its affiliates) and of which such securities shall be exercisable (as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the total number of issued and outstanding shares of Common Stock first submission to the Company for conversion, exercise or exchange (including for such purpose as the shares of Common Stock issuable upon such exercisecase may be). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the proviso of this paragraph with respect to any subsequent determination of exercisability. For such purposespurposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange 1934 Act (as defined in the Securities Purchase Agreement) and the rules and regulations promulgated thereunder. Each delivery The provision of an Exercise Notice hereunder will constitute this paragraph shall not be implemented in a representation by manner otherwise than in strict conformity with the Holder that it has evaluated terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation set forth herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of Common Stock shall be third party beneficiaries of this paragraph and determined that issuance the Company may not waive this paragraph without the consent of holders of a majority of its common stock. For any reason at any time, upon the written or oral request of the full Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. The Company's obligation to issue shares of Common Stock outstanding, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Securities Purchase Agreement. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 49.9% as specified in such notice; provided that (i) any such increase in the limitation referred Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder sending such notice and not to any other Holder. Notwithstanding anything to the contrary contained herein, if the Holder’s election to exercise this Warrant would result in this Section the Holder exceeding the Maximum Percentage, the Holder may still exercise the Warrants and pay the Exercise Price for all Warrant Shares (without regard to the Maximum Percentage), but the Holder shall not be entitled to receive any shares of Common Stock to the extent such shares of Common Stock would result in the Holder exceeding the Maximum Percentage (the “Excess Shares”) (or the beneficial ownership of, including voting rights with respect to, any such Excess Shares) and any Excess Shares shall be suspended (and shall not terminate or expire notwithstanding any contrary provisions hereof) held in abeyance for the benefit of the Holder until such time, if anyever, as such shares of Common Stock may be issued its right thereto would not result in compliance with such limitationthe Holder exceeding the Maximum Percentage. The Holder shall not have rights as a stockholder with respect to any such Excess Shares held in abeyance for the benefit of the Holder, including, but not limited to, the right (xto vote or direct the disposition of such Excess Shares. For purposes of clarity, Excess Shares shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) 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 or Rule 16a-1(a)(1) of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%1934 Act.”

Limitation on Exercise. Notwithstanding anything in this Warrant to the contrary contained hereincontrary, in no event shall the Holder be entitled to exercise this Warrant for a number of Warrant Shares (or portions thereof) in excess of that number of Warrant Shares which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the Holder to exceed 4.99% of the outstanding shares of Common Stock following such exercise, except within sixty (60) days of the Expiration Date. For purposes of the foregoing, the aggregate number of shares of Common Stock beneficially owned by the Holder shall include the number of shares of Common Stock that may be acquired by the Holder issuable upon any exercise of this Warrant (or otherwise in with respect hereof) to which the determination is being made, but shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of exclude shares of Common Stock then which would be issuable upon (i) exercise of the remaining, unexercised Warrants beneficially owned by such the Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other Persons whose beneficial ownership securities of Common Stock would be aggregated with the Holder's 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 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 purposesthis paragraph, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Exchange Act and Act. For purposes of this Warrant, in determining 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 outstanding shares of Common Stock in excess the Holder may rely on the number 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 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 issued be, (2) a 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 outstanding. Upon the written request of any holder, the Company shall promptly, but in compliance with no event later than one business day following the receipt of such limitation. The Holder shall have the right (x) at any time and from time to time to reduce its Maximum Percentage immediately upon notice notice, confirm in writing to the Company in Holder the event and only number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the extent that Section 16 exercise of this Warrant by the Exchange Act or Holder since the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%date as of which such number of outstanding shares of Common Stock was reported.

Limitation on Exercise. [Investors may individually elect to omit either or both of clauses (i) and (ii) of this Section 11 upon first issuance of the Warrant at Closing.] (i) [Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's ’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.994.999% (the "MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. The Company's obligation to issue This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in excess order to determine the amount of securities or other consideration that such Holder may receive in the limitation referred event of a merger or other business combination or reclassification involving the Company as contemplated in Section 9 of this Warrant. By written notice to in the Company, the Holder may waive the provisions of this Section shall be suspended Section (and shall not terminate or expire notwithstanding any ii) [Notwithstanding anything to the contrary provisions hereof) until such timecontained herein, if any, as such the number of shares of Common Stock that may be issued acquired by the Holder upon any exercise of this Warrant (or otherwise in compliance with such limitation. The Holder respect hereof) 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 be limited to the extent that 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 16 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 or and the rules and regulations promulgated thereunder (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. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or any successor statute beneficially own in order to determine the amount of securities or rules) is changed to reduce other consideration that such Holder may receive in the beneficial ownership percentage threshold thereunder to event of a percentage less than 9.99%merger or other business combination or reclassification involving the Company as contemplated in Section 9 of this Warrant. This restriction may not be waived.]

Limitation on Exercise. Notwithstanding anything to the contrary contained hereinin this Warrant, the number of shares of Common Stock that may this Warrant shall not be acquired exercisable by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited hereof to the extent necessary (but only to insure that, following such exercise the extent) that the Holder or any of its affiliates would beneficially own in excess of 49.9% (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“Maximum Percentage”) of the Exchange ActCommon Stock after giving effect to such exercise. To the extent the above limitation applies, does not exceed 9.99% the determination of whether this Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the "MAXIMUM PERCENTAGE"Holder or any of its affiliates) and of which such securities shall be exercisable (as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the total number of issued and outstanding shares of Common Stock first submission to the Company for conversion, exercise or exchange (including for such purpose as the shares of Common Stock issuable upon such exercisecase may be). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the proviso of this paragraph with respect to any subsequent determination of exercisability. For such purposespurposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange 1934 Act (as defined in the Securities Purchase Agreement) and the rules and regulations promulgated thereunder. Each delivery The provision of an Exercise Notice hereunder will constitute this paragraph shall not be implemented in a representation by manner otherwise than in strict conformity with the Holder that it has evaluated terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation set forth herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of Common Stock shall be third party beneficiaries of this paragraph and determined that issuance the Company may not waive this paragraph without the consent of holders of a majority of its common stock. For any reason at any time, upon the written or oral request of the full Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. The Company's obligation to issue shares of Common Stock outstanding, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Securities Purchase Agreement. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 49.9% as specified in such notice; provided that (i) any such increase in the limitation referred Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder sending such notice and not to any other Holder. Notwithstanding anything to the contrary contained herein, if the Holder’s election to exercise this Warrant would result in this Section the Holder exceeding the Maximum Percentage, the Holder may still exercise the Warrants and pay the Exercise Price for all Warrant Shares (without regard to the Maximum Percentage), but the Holder shall not be entitled to receive any shares of Common Stock to the extent such shares of Common Stock would result in the Holder exceeding the Maximum Percentage (the “Excess Shares”) (or the beneficial ownership of, including voting rights with respect to, any such Excess Shares) and any Excess Shares shall be suspended (and held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage. The Holder shall not terminate have rights as a stockholder with respect to any such Excess Shares held in abeyance for the benefit of the Holder, including, but not limited to, the right to vote or expire notwithstanding direct the disposition of such Excess Shares. For purposes of clarity, Excess Shares shall not be deemed to be beneficially owned by the Holder for any contrary provisions purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act.” (iii) Section 3 shall be revised to add the following double underlined language below: “In addition to any adjustments pursuant to Section 2 above, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distributions would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (or the beneficial ownership of any such shares of Common Stock as a result of such Distribution to such extent) and such Distribution to such extent shall be held in abeyance for the benefit of the Holder (without the right to dispose of or, to the extent available, vote such Distribution) until such time, if anyever, as such shares of Common Stock may be issued in compliance with such limitation. The Holder shall have the its right (x) at any time and from time to time to reduce its Maximum Percentage immediately upon notice to the Company thereto would not result in the event and only Holder exceeding the Maximum Percentage).” (iv) Section 4(a) shall be revised to add the extent that Section 16 of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%.following double underlined language below:

Limitation on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates affiliates and any other Persons persons whose beneficial ownership of Common Stock would be aggregated with the Holder's ’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.994.99% (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 may waive the Holder that it has evaluated restriction in whole or in part upon and effective after 61 days prior written notice to the limitation set forth Company to change the beneficial ownership to 9.99%, but not in this paragraph and determined that issuance of excess thereof. This provision shall not restrict 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 which a Holder may receive or beneficially own in excess order to determine the amount of securities or other consideration that such Holder may receive in the limitation referred event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to in the contrary, this Section shall Warrant may not be suspended (exercised unless and shall not terminate or expire notwithstanding any contrary provisions hereof) until such timethe Holder receives notice from the Company, if anyfollowing delivery of a Notice of Exercise by the Holder, as such that the aggregate number of shares of Common Stock may issuable upon exercise of all of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are being exercised), together with the shares of Common Stock issued by the Company as part of the Merger Consideration pursuant to the share exchange agreement entered into between the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”). For purposes of this subsection, the percentage shall be issued calculated in compliance accordance with such limitationRule 13d-3 under the Securities Exchange Act of 1934, as amended. The Holder determination whether or not the Exercise Limitation applies shall have be made at the right (x) at any time and from time to time to reduce its Maximum Percentage immediately upon notice sole discretion of the Company. Notwithstanding anything herein to the Company contrary, in the event and only Xxxxxx is unable to the extent that Section 16 exercise this Warrant because of the Exchange Act or Exercise Limitation, any right of redemption the rules promulgated thereunder (or any successor statute or rules) is changed Company otherwise has pursuant to reduce this Warrant shall be suspended until such time as the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%Holder may fully exercise the Warrant.

Limitation on Exercise. Notwithstanding anything The Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1.1 or otherwise, to the contrary contained hereinextent that after giving effect to such issuance after exercise, the Holder (together with the Holder's Affiliates), as set forth on the applicable Form of Subscription, would beneficially own in excess of 9.9% of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock that may be acquired beneficially owned by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) and its Affiliates shall be limited to include the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by issuable upon exercise of this Warrant with respect to which the determination of such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with sentence is being made, but shall exclude 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 which would be issuable upon such exercise)(A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (B) = exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible instrument or warrant) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. For such purposesExcept as set forth in the preceding sentence, for purposes of this Section 1.2, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Exchange Act and Act. For purposes of this Section 1.2, in determining the rules and regulations promulgated thereunder. Each delivery number of an Exercise Notice hereunder will constitute a representation by outstanding shares of Common Stock, the Holder that it has evaluated may rely on 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 outstanding shares of Common Stock as reflected in excess of (x) the limitation referred to in this Section shall be suspended (and shall not terminate Company's most recent Form 10-Q or expire notwithstanding any contrary provisions hereof) until such time, if anyForm 10-K, as such the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company's Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two trading days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Company Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 1.2 may be issued in compliance with such limitation. The waived by the Holder shall have upon, at the right (x) at any time and from time to time to reduce its Maximum Percentage immediately upon election of the Holder, not less than 61 days' prior notice to the Company in Company, and the event and only provisions of this Section 1.2 shall continue to the extent that Section 16 of the Exchange Act or the rules promulgated thereunder apply until such 61st day (or any successor statute or rules) is changed to reduce such later date, as determined by the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%Holder, as may be specified in such notice of waiver).

Limitation on Exercise. Notwithstanding anything to the contrary contained hereinin this Warrant, the number of shares of Common Stock that may this Warrant shall not be acquired exercisable by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited hereof to the extent necessary (but only to insure that, following such exercise the extent) that the Holder or any of its affiliates would beneficially own in excess of 49.9% (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“Maximum Percentage”) of the Exchange ActCommon Stock after giving effect to such exercise. To the extent the above limitation applies, does not exceed 9.99% the determination of whether this Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the "MAXIMUM PERCENTAGE"Holder or any of its affiliates) and of which such securities shall be exercisable (as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the total number of issued and outstanding shares of Common Stock first submission to the Company for conversion, exercise or exchange (including for such purpose as the shares of Common Stock issuable upon such exercisecase may be). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the proviso of this paragraph with respect to any subsequent determination of exercisability. For such purposespurposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange 1934 Act (as defined in the Securities Purchase Agreement) and the rules and regulations promulgated thereunder. Each delivery The provision of an Exercise Notice hereunder will constitute this paragraph shall not be implemented in a representation by manner otherwise than in strict conformity with the Holder that it has evaluated terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation set forth herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of Common Stock shall be third party beneficiaries of this paragraph and determined that issuance the Company may not waive this paragraph without the consent of holders of a majority of its common stock. For any reason at any time, upon the written or oral request of the full Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. The Company's obligation to issue shares of Common Stock outstanding, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Securities Purchase Agreement. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 49.9% as specified in such notice; provided that (i) any such increase in the limitation referred Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder sending such notice and not to any other Holder. Notwithstanding anything to the contrary contained herein, if the Holder’s election to exercise this Warrant would result in this Section the Holder exceeding the Maximum Percentage, the Holder may still exercise the Warrants and pay the Exercise Price for all Warrant Shares (without regard to the Maximum Percentage), but the Holder shall not be entitled to receive any shares of Common Stock to the extent such shares of Common Stock would result in the Holder exceeding the Maximum Percentage (the “Excess Shares”) (or the beneficial ownership of, including voting rights with respect to, any such Excess Shares) and any Excess Shares shall be suspended (and held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage. The Holder shall not terminate have rights as a stockholder with respect to any such Excess Shares held in abeyance for the benefit of the Holder, including, but not limited to, the right to vote or expire notwithstanding direct the disposition of such Excess Shares. For purposes of clarity, Excess Shares shall not be deemed to be beneficially owned by the Holder for any contrary provisions purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act.” (vi) Section 3 shall be revised to add the following double underlined language below: “In addition to any adjustments pursuant to Section 2 above, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distributions would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (or the beneficial ownership of any such shares of Common Stock as a result of such Distribution to such extent) and such Distribution to such extent shall be held in abeyance for the benefit of the Holder (without the right to dispose of or, to the extent available, vote such Distribution) until such time, if anyever, as such shares of Common Stock may be issued in compliance with such limitation. The Holder shall have the its right (x) at any time and from time to time to reduce its Maximum Percentage immediately upon notice to the Company thereto would not result in the event and only Holder exceeding the Maximum Percentage).” (vii) Section 4(a) shall be revised to add the extent that Section 16 of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%.following double underlined language below:

Limitation on Exercise. Notwithstanding anything The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the contrary contained hereinextent that after giving effect to such exercise, the Holder (together with the Holder’s affiliates and any other member of a “group”) would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder, its affiliates and any member of a group shall include the number of shares of Common Stock that may be acquired by the Holder issuable upon any exercise of this Warrant (or otherwise in with respect hereof) to which the determination of such sentence is being made, but shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of exclude shares of Common Stock then which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such the Holder and its Affiliates affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other Persons whose beneficial ownership securities of Common Stock would be aggregated with the Holder's for Company beneficially owned by the Holder and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of Section 13(d) of the Exchange Act, does not exceed 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 purposesthis paragraph, beneficial ownership and whether the Holder is a member of a group shall be calculated and determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. Each delivery For purposes of an Exercise Notice hereunder will constitute a representation by this Warrant, in determining the number of outstanding shares of Common Stock, the Holder that it has evaluated may rely on 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 outstanding shares of Common Stock as reflected in excess of (1) the limitation referred to in this Section shall be suspended (Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if anyExchange Commission, as such the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the transfer agent for the Company setting forth the number of shares of Common Stock may outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall, within two (2) Business Days, confirm to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be issued in compliance determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder, its affiliates or any member of a group since the date as of which such number of outstanding shares of Common Stock was reported. The Holder shall disclose to the Company the number of shares of Common Stock that it, its affiliates or any member of a group owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to exercising this Warrant. For clarification, if the Holder (together with the Holder’s affiliates and any other member of a group) beneficially owns more than 9.99% of Common Stock before the exercise of this Warrant, the Holder will not be able to exercise this Warrant, subject to the limitations contained herein until the Holder’s beneficial ownership (together with the Holder’s affiliates and any other member of a group) is less than such limitation. The Holder provisions of this paragraph shall have be construed and implemented in a manner otherwise than in strict conformity with the right (x) at any time and from time terms of this Section 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 the Exchange Act or the rules promulgated thereunder correct this paragraph (or any successor statute portion hereof) which may be defective or rules) is changed to reduce inconsistent with the intended beneficial ownership percentage threshold thereunder limitation herein contained or to a percentage less than 9.99%make changes or supplements necessary or desirable to properly give effect to such limitation.

Limitation on Exercise. Notwithstanding anything The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the contrary contained hereinextent that after giving effect to such exercise, such Holder (together with such Holder’s Affiliates (as defined below)) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the preceding sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock that may be acquired by the Holder issuable upon any exercise of this Warrant (or otherwise in with respect hereof) to which the determination of such sentence is being made, but shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of exclude shares of Common Stock then which would be issuable (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other Persons whose beneficial ownership securities of Common Stock would be aggregated with the Holder's Company beneficially owned by such Holder and its Affiliates (including, without limitation, any convertible notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this 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 purposes7, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act and of 1934, as amended (the rules and regulations promulgated thereunder“Exchange Act”). Each delivery For purposes of an Exercise Notice hereunder will constitute a representation by this Warrant, in determining 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 outstanding shares of Common Stock in excess issued by the Company, the Holder may rely on the number 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 outstanding shares of Common Stock as reflected in (I) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be issued in compliance with such limitationbe, (II) a more recent public announcement by the Company or (III) any other notice by the Company setting forth the number of shares of Common Stock outstanding. The Holder shall have the right (x) For any reason at any time time, upon the written or oral request of the Holder, the Company shall within one Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. By written notice to the Company, any Holder may from time to time to reduce its increase or decrease the Maximum Percentage immediately upon to any other percentage specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company in Company. For purposes of this Warrant, “Affiliate” means, with respect to any person or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with such specified person or entity, where ‘control’ means the event and only power to manage or direct or cause the extent that Section 16 direction of the Exchange Act management and policies of such person or entity, directly or indirectly, whether through the rules promulgated thereunder (ownership of voting stock, by contract or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder otherwise. The limitations contained in this Section 7 shall apply to a percentage less than 9.99%successor Holder of this Warrant.

Limitation on Exercise. (i) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates (as defined in Rule 144 of the Securities Act) 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 4.9% 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder. 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 reclassification, reorganization, merger or similar transaction as contemplated in Section 2 of this Warrant. By written notice to the Company, the Holder may waive the provisions of this Section 1(e)(i) as to itself but any such waiver will not be effective until the 61st day after delivery thereof and such waiver shall have no effect on any other holder of Warrants. (ii) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons persons whose beneficial ownership of Common Stock would be aggregated with the Holder's ’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999.9% (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 This provision shall not restrict 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 which a Holder may receive or beneficially own in excess order to determine the amount of the limitation referred to in this Section shall be suspended (and shall not terminate securities or expire notwithstanding any contrary provisions hereof) until other consideration that such time, if any, as such shares of Common Stock Holder may be issued in compliance with such limitation. 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 receive in the event and only to the extent that of a reclassification, reorganization, merger or similar transaction as contemplated in Section 16 2 of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%this Warrant. This restriction may not be waived.

Limitation on Exercise. Notwithstanding anything The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2.1, Section 2.2 or otherwise, to the contrary contained hereinextent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, such Holder (together with such Holder's Affiliates, and any other person or entity acting as a group together with such Holder or any of such Holder's Affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of the Beneficial Ownership Limitation (as defined below); provided, however, that this provision shall not apply (i) as specifically provided in this Warrant as an exception to this provision or (ii) while there is outstanding a tender offer for any or all of the shares of the Company's Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to that such determination is being made, but shall exclude the number of shares of Common Stock which would be aggregated with issuable upon (A) exercise of the Holder's remaining, non-exercised portion of this Warrant beneficially owned by such Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2.3, beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange ActAct and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.3 applies, does not exceed 9.99% the determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the "MAXIMUM PERCENTAGE") sole discretion of the total number Holder, and the submission of issued a Notice of Exercise shall be deemed to be the Holder's determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and outstanding shares of Common Stock (including for which portion of this Warrant is exercisable, in each case subject to such purpose aggregate percentage limitation, and the shares Company shall have no obligation to verify or confirm the accuracy of Common Stock issuable upon such exercise)determination. For such purposesIn addition, beneficial ownership a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange 1934 Act and the rules and regulations promulgated thereunder. Each delivery For purposes of an Exercise Notice hereunder will constitute a representation by this Section 2.3, in determining 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 outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in excess of (x) the limitation referred to in this Section shall be suspended Company's most recent Form 10-QSB or Form 10-KSB, as the case may be, (and shall not terminate or expire notwithstanding any contrary provisions hereofy) until such timea more recent public announcement by the Company or, if anymore recent, as such (z) any other notice by the Company or the Company's transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.3 to correct this paragraph (or any portion hereof) which may be issued in compliance defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The Holder limitations contained in this paragraph 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 the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder apply to a percentage less than 9.99%successor holder of this Warrant.

Limitation on Exercise. Notwithstanding anything (i) The Company shall not affect any exercise of this Warrant, and the Warrant Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 3 or otherwise, to the contrary contained hereinextent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Warrant Holder (together with its Affiliates, and any other Persons acting as a group together with the Warrant Holder or any of its Affiliates), would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant (the “Beneficial Ownership Limitation”). For purposes of the foregoing sentence, the number of shares of Common Stock that may be acquired beneficially owned by the Warrant Holder upon any exercise of this Warrant (or otherwise in respect hereof) and its Affiliates shall be limited to include the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by such the Warrant Holder and or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other Persons whose beneficial ownership securities of the Company (including, without limitation, any other Common Stock would be aggregated with Equivalents) subject to a limitation on conversion or exercise analogous to the Holder's limitation contained herein beneficially owned by the Warrant Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 3(g), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), does not exceed 9.99% and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 3(g)(i) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the "MAXIMUM PERCENTAGE"Warrant Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the total number Warrant Holder, and the submission of issued an Exercise Notice shall be deemed to be the Warrant Holder’s determination of whether, and outstanding shares representation and certification to the Company that, this Warrant is exercisable (in relation to other securities owned by the Warrant Holder together with any Affiliates) and of Common Stock (including for which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such purpose the shares of Common Stock issuable upon such exercise)determination. For such purposesIn addition, beneficial ownership a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery For purposes of an Exercise Notice hereunder will constitute this Section 3(g), in determining the number of outstanding shares of Common Stock, a representation Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two (2) trading days confirm orally and in writing to the Warrant Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Warrant Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. (ii) Notwithstanding anything contained herein, this Warrant shall not be exercisable to the extent that it has evaluated (A) the aggregate shares of Common Stock issued after giving effect to the exercise of this Warrant as set forth on the applicable Exercise Notice, plus (B) the aggregate shares of Common Stock issued or issuable by the Company to holders of Common Stock Equivalents (as defined below) upon conversion or exchange thereof (excluding from this calculation any Common Stock and Common Stock Equivalents beneficially owned by Fog Cutter Capital Group Inc. or its Affiliates) would exceed 19.99% of all shares of Common Stock issued and outstanding on the Issue Date, subject to pro rata adjustment in connection with any stock splits, stock dividends, or similar changes to the Company’s capitalization occurring after the Issue Date (the “20% Cap”), unless the Company receives stockholder approval to exceed the 20% Cap. To the extent that the limitation contained in this Section 3(g)(ii) applies, the determination of whether this Warrant is exercisable, and of which portion of this Warrant is exercisable, shall be in the sole discretion of the Company. If applicable, the restrictions and redemption obligations set forth in this paragraph and determined that issuance of Section 3(g)(ii) shall cease to apply if (1) the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. The Company's obligation Company obtains stockholder approval to issue shares of Common Stock in excess of the limitation referred 20% Cap pursuant to the rules and regulations of The Nasdaq Stock Market (or such other principal trading market on which the Common Stock is quoted or listed for trading), or (2) the Company provides the Warrant Holder with irrevocable written notice, based upon the written advice of its counsel, that any such issuance of Common Stock is not subject to the 20% Cap pursuant to the rules and regulations of The Nasdaq Stock Market LLC. The Company will use its best efforts promptly to obtain either the stockholder approval or the irrevocable notice described in this Section the preceding sentence and to provide the Warrant Holder with a copy of same. Without limiting the foregoing, in the event at any time the number of Common Stock described in (A) and (B) above is 85% of the 20% Cap (assuming full exercise without regard to any beneficial ownership limitations set forth herein or therein), then the Company shall be suspended (within 60 days hold a stockholder meeting and shall not terminate solicit the aforementioned stockholder approval by soliciting proxies in favor of issuing Common Stock in excess of the 20% Cap and will use its best efforts to have all affiliates of the Company which own or expire notwithstanding any contrary provisions hereof) until such time, if any, as such control shares of Common Stock may to vote their shares in favor of such resolution. (iii) Notwithstanding anything contained herein, this Warrant shall not be exercisable to the extent that the exercise thereof would have the effect of causing Fog Cutter Capital Group Inc. to hold less than 80.0% of the issued in compliance with and outstanding shares of Common Stock of the Company; provided, that such limitation. The restriction shall terminate immediately upon any consolidation, merger or other similar business combination between Fog Cutter Capital Group Inc. and the Company. (iv) Upon any attempted exercise of this Warrant, the Warrant Holder shall have the right to receive cash payments from the Company for all shares of Common Stock that Section 3(g)(i), 3(g)(ii) or 3(g)(iii) renders the Company incapable of issuing to the Warrant Holder (x“Deficiency Shares”) at any time and from time to time to reduce its Maximum Percentage immediately upon notice a price equal to the Company in value determined by the event Black-Scholes pricing model for such portion of the Warrants which would otherwise be exercisable for Deficiency Shares, and only the number of Warrant Shares corresponding to such payment shall be cancelled upon delivery of such payment to the extent that Section 16 of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%Warrant Holder.

Limitation on Exercise. Notwithstanding anything to the contrary contained hereinherein or in the Transaction Documents, the maximum number of shares of Common Stock that the Company may issue in the aggregate pursuant to the Series 1 Notes shall equal 2,863,651 shares of Common Stock (as adjusted for any stock splits, stock combinations and similar events) and the maximum number of shares of Common Stock that the Company may issue in the aggregate pursuant to the Series 1 Warrants shall equal 1,002,278 shares of Common Stock (as adjusted for any stock splits, stock combinations and similar events) (collectively, the “Issuable Maximum,” which does not exceed 19.99% of the outstanding shares of Common Stock immediately preceding the Closing Date), unless the Company obtains stockholder approval. If, at the time any Holder requests an exercise of any of the Series 1 Warrants and/or a conversion of any of the Series 1 Notes (or the Company is required or permitted to pay in shares of Common Stock any principal or interest due under the Series 1 Notes), the Actual Minimum would cause the Issuable Maximum to be exceeded (and if the Company has not previously obtained the required stockholder approval), then the Company shall issue to the Holder requesting such exercise and/or such conversion (and/or such payment of principal or interest) 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), and the balance shall be paid in cash as provided in Section 5(c) above. For the purposes hereof, “Actual Minimum” shall mean, as of 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 (x) any limits on 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 a Holder and its Affiliates and at 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 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 one time, if any, or (y) any additional Underlying Shares that could be issuable as such shares a result of Common Stock may be issued in compliance with such limitation. 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 event and only to the extent that future possible adjustments made under Section 16 of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%9(d).

Limitation on Exercise. Notwithstanding anything (i) Subject to Section 1(f)(ii), from and after the delivery of written notice from the Holder to the contrary contained hereinCompany that such Holder wishes to have the provisions of this Section 1(f) apply to such Holder, the number of shares of Common Stock Warrant Shares that may be acquired by the Holder upon any exercise of this the 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 the Holder and its Affiliates affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's ’s for purposes of Section 13(d) of the Exchange ActAct (the “Attribution Parties”), does not exceed 9.9919.999% (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 exerciseconversion) (the “Threshold Percentage”). 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 . (ii) Notwithstanding the provisions of an Exercise Notice hereunder will constitute a representation by Section 1(f)(i), 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. The Holder shall have the right (x) at any time and from time to time time, to reduce waive the provisions of this Section 1(f) in its Maximum entirety or to increase or decrease the Threshold Percentage immediately upon by written instrument delivered to the Company, but any such waiver or increase will not be effective until the 61st day after such notice is delivered to the Company in the event and (ii) any such increase or decrease will apply only to the extent Holder and the other Attribution Parties and not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrant in excess of the Threshold Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 16 13(d) or Rule 16a-1(a)(1) of the Exchange Act or Act. No prior inability to exercise the rules promulgated thereunder (Warrant pursuant to this Section 1(f) shall have any effect on the applicability of the provisions of this Section 1(f) with respect to any subsequent determination of exercisability. The provisions of this Section 1(f) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to the extent necessary to correct this section or any successor statute portion of this section which may be defective or rules) is changed to reduce inconsistent with the intended beneficial ownership percentage threshold thereunder limitation contained in this Section 1(f) or to a percentage less than 9.99%make changes or supplements necessary or desirable to properly give effect to such limitation.

Limitation on Exercise. (i) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's ’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.994.999% (the "MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery This provision shall not restrict the number of an Exercise Notice hereunder shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company as contemplated in Section 9 of this Warrant. By written notice to the Company, the Holder may waive the provisions of this Section but any such waiver will constitute a representation not be effective until the 61st day after such notice is delivered to the Company. (ii) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 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. 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 it 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. This restriction may not be waived. (iii) If the Company has evaluated not obtained the limitation set forth Shareholder Approval (as defined below), then the Company may not issue in this paragraph and determined that excess of 555,966 shares of Common Stock upon exercise of the Warrants (as defined in the Purchase Agreement) at an exercise price which is lower than the closing bid price of the Common Stock on the date of issuance of the full this Warrant (such number of shares of Common Stock, the “Issuable Maximum”). Each holder of Warrants shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the purchase price paid by it pursuant to the Purchase Agreement by (y) the purchase price paid by all holders pursuant to the Purchase Agreement. If a holder of Warrants shall no longer hold its Warrant Shares requested due to exercise or cancellation of its Warrant, then such holder’s remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining holders of the Warrants. If on any Date of Exercise: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in such Exercise Notice is permitted under full of this paragraph. The Company's obligation Warrant would exceed the Issuable Maximum, and (B) the Company shall not have previously obtained the vote of shareholders (the “Shareholder Approval”), if any, as may be required by the applicable rules and regulations of the Nasdaq National Market (or any successor entity) applicable to issue approve the issuance of shares of Common Stock in excess of the limitation referred Issuable Maximum pursuant to in this Section the terms hereof, then the Company shall be suspended (and shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such issue to the Holder a number of shares of Common Stock may be issued equal to the Issuable Maximum and, with respect to the remainder of the Warrant Shares then issuable under the Warrant for which an exercise in compliance accordance with such limitation. The the applicable exercise price would result in an issuance of shares of Common Stock in excess of the Issuable Maximum (the “Excess Warrant Shares”), the Holder shall have the right (x) at any time and from time option to time to reduce its Maximum Percentage immediately upon notice to require the Company to use its best efforts to obtain the Shareholder Approval applicable to such issuance as soon as is possible, but in any event not later than the event 90th day after such request. The Company and only the Holder understand and agree that shares of Common Stock issued to and then held by the extent that Section 16 Holder as a result of exercise of this Warrant shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto. If the Exchange Act or Company shall succeed in obtaining the rules promulgated thereunder (or any successor statute or rules) is changed to reduce Shareholder Approval, the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%Excess Warrant Shares shall again become fully exercisable by the Holder.

Limitation on Exercise. [Investors may individually elect to omit either or both of clauses (i) and (ii) of this Section 10 upon first issuance of the Warrant at Closing.] (i) [Notwithstanding anything the foregoing, the Company shall not effect the exercise of this Warrant and no holder of this Warrant shall have the right to exercise this Warrant to the contrary contained hereinextent that after giving effect to such exercise, such Person (together with such Person's affiliates), would have acquired, through exercise of this Warrant or otherwise, beneficial ownership of a number of shares of Common Stock that, when added to the number of shares of Common Stock that may be acquired beneficially owned by the Holder upon any exercise of this Warrant such Person (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following together with such exercise (or other issuancePerson's affiliates), exceeds 4.99% of the total number of shares of Common Stock then outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder Person and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with affiliates shall include the Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 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 exercise of this Warrant with respect to which the determination of such exercise)sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes, debentures or preferred stock) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For such purposesExcept as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act and of 1934, as amended. Upon the rules and regulations promulgated thereunder. Each delivery written request of an Exercise Notice hereunder will constitute a representation by any Holder, the Holder that it has evaluated Company shall promptly, but in no event later than two (2) Business Days following the limitation set forth receipt of such notice, confirm in this paragraph and determined that issuance of writing to any such holder 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 then outstanding. In any case, the number 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 outstanding shares of Common Stock shall be determined after giving effect to the exercise of Warrants by such holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was last reported. The restriction described in this paragraph may be issued waived, in compliance with such limitation. The whole or in part, upon sixty-one (61) days prior notice from the Holder to the Company.] (ii) [Notwithstanding the foregoing, the Company shall not effect the exercise of this Warrant and no holder of this Warrant 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 exercise this Warrant to the extent that Section 16 after giving effect to such exercise, such Person (together with such Person's affiliates), would have acquired, through exercise of this Warrant or otherwise, beneficial ownership of a number of shares of Common Stock that, when added to the number of shares of Common Stock beneficially owned by such Person (together with such Person's affiliates), exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes, debentures or preferred stock) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. Upon the written request of any Holder, the Company shall promptly, but in no event later than two (2) Business Days following the receipt of such notice, confirm in writing to any such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the exercise of Warrants by such holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was last reported. The restriction described in this paragraph may be waived, in whole or in part, upon sixty-one (61) days prior notice from the rules promulgated thereunder (or any successor statute or rules) is changed Holder to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%Company.]

Limitation on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by Company shall not effect the Holder upon any exercise of this Warrant (or otherwise in respect hereof) any Warrant, and a Holder shall be limited not have the right to exercise its Warrant, to the extent necessary that after giving effect to insure thatsuch exercise, following such exercise Person (or other issuance), the total number together with such Person’s Affiliates) would beneficially own in excess 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 9.99% (the "MAXIMUM PERCENTAGE"“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 purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery For purposes of an Exercise Notice hereunder will constitute a representation by this Warrant, in determining the number of outstanding shares of Common Stock, the Holder that it has evaluated may rely on 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 outstanding shares of Common Stock as reflected in excess of (1) the limitation referred to in this Section shall be suspended (Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if anyExchange Commission, as such the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Stock Transfer Agent setting forth the number of shares of Common Stock may be issued in compliance with such limitationoutstanding. The Holder shall have the right (x) For any reason at any time time, upon the written or oral request of the Holder, the Company shall within two (2) Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company by the Holder and its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time to reduce its increase or decrease the Maximum Percentage immediately upon to any other percentage specified in such notice (but in any event not in excess of 9.99%); provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company in the event Company, and (ii) any such increase or decrease will apply only to the extent that Holder and not to any other holder of Warrants. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 16 of the Exchange Act or the rules promulgated thereunder 3.05 to correct this paragraph (or any successor statute portion hereof) which may be defective or rules) is changed to reduce inconsistent with the intended beneficial ownership percentage threshold thereunder limitation herein contained or to a percentage less than 9.99%make changes or supplements necessary or desirable to properly give effect to such limitation.

Limitation on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's ’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.994.999% (the "MAXIMUM PERCENTAGE"“Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph, and the Company shall have no liability with respect to this Section 11. The Company's ’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. The Holder shall have the right (x) at any time and from time to time to reduce its Maximum Percentage immediately upon By written notice to the Company 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 event 61st day after such notice is delivered to the Company, and (ii) any such waiver or increase or decrease will apply only to the extent that Section 16 Holder and not to any other holder of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%Warrants.

Limitation on Exercise. Notwithstanding anything The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the contrary contained hereinextent that after giving effect to such exercise, the Holder (together with the Holder’s affiliates and any other member of a “group”) would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the shares of common stock, par value $0.00001 per share (the “Common Stock”) of the Company outstanding immediately after giving effect to such exercise (including such shares of Common Stock as may be obtained through the conversion of the Warrant Shares, if applicable). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder, its affiliates and any member of a group shall include the number of shares of Common Stock that (including such shares of Common Stock as may be acquired by obtained through the Holder conversion of the Warrant Shares, if applicable) issuable upon any exercise of this Warrant (or otherwise in with respect hereof) to which the determination of such sentence is being made, but shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of exclude shares of Common Stock then which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such the Holder and its Affiliates affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other Persons whose beneficial ownership securities of Common Stock would be aggregated with the Holder's for Company beneficially owned by the Holder and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of Section 13(d) of the Exchange Act, does not exceed 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 purposesthis paragraph, beneficial ownership and whether the Holder is a member of a group shall be calculated and determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. Each delivery For purposes of an Exercise Notice hereunder will constitute a representation by this Warrant, in determining the number of outstanding shares of Common Stock, the Holder that it has evaluated may rely on 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 outstanding shares of Common Stock as reflected in excess of (1) the limitation referred to in this Section shall be suspended (Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if anyExchange Commission, as such the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the transfer agent for the Company setting forth the number of shares of Common Stock may outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall, within two (2) Business Days, confirm to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be issued in compliance determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder, its affiliates or any member of a group since the date as of which such number of outstanding shares of Common Stock was reported. The Holder shall disclose to the Company the number of shares of Common Stock that it, its affiliates or any member of a group owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to exercising this Warrant. For clarification, if the Holder (together with the Holder’s affiliates and any other member of a group) beneficially owns more than 9.99% of Common Stock before the exercise of this Warrant, the Holder will not be able to exercise this Warrant, subject to the limitations contained herein until the Holder’s beneficial ownership (together with the Holder’s affiliates and any other member of a group) is less than such limitation. The Holder provisions of this paragraph shall have be construed and implemented in a manner otherwise than in strict conformity with the right (x) at any time and from time terms of this Section 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 the Exchange Act or the rules promulgated thereunder correct this paragraph (or any successor statute portion hereof) which may be defective or rules) is changed to reduce inconsistent with the intended beneficial ownership percentage threshold thereunder limitation herein contained or to a percentage less than 9.99%make changes or supplements necessary or desirable to properly give effect to such limitation.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, 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 9.994.999% (the "MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. The By written notice to the Company, the Holder may waive the provisions of this Section but (i) any such waiver will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver will apply only to the Holder and not to any other holder of Warrants. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's obligation 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 in this paragraph and determined that issuance of the full number of Warrant Shares requested in such 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 merger or other business combination or reclassification involving the Company as contemplated in SECTION 9 of this Warrant. (c) If the Company has not obtained the Shareholder Approval (as defined below), then the Company may not issue shares of Common Stock upon exercise of the Warrants (as defined in the Purchase Agreement) (such number of shares of Common Stock, the "Issuable Maximum") such that the aggregate number of shares of Common Stock to be issued pursuant to the Purchase Agreement together with shares to be issued in any other transaction which may be deemed by NASDAQ to be a single "transaction" under Marketplace Rule 4350(i) would be in excess of 19.9% of the issued and outstanding shares of Common Stock immediately prior to the Closing (as defined in the Purchase Agreement). If on any Date of Exercise: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of this Warrant would exceed the Issuable Maximum, and (B) the Company shall not have previously obtained the vote of shareholders (the "Shareholder Approval"), if any, as may be required by the applicable rules and regulations of the NASDAQ (or any successor entity) applicable to approve the issuance of shares of Common Stock in excess of the limitation referred Issuable Maximum pursuant to in this Section the terms hereof, then the Company shall be suspended (and shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such issue to the Holder up to the number of shares of Common Stock may be issued available within the Issuable Maximum and, with respect to the remainder of the Warrant Shares then issuable under the Warrant for which an exercise in compliance accordance with such limitation. The the applicable exercise price would result in an issuance of shares of Common Stock in excess of the Issuable Maximum (the "Excess Warrant Shares"), the Holder shall have the right (x) at any time and from time option to time to reduce its Maximum Percentage immediately upon notice to require the Company to use its best efforts to obtain the Shareholder Approval applicable to such issuance as soon as is possible. 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 exercise of this Warrant shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto. If the Company shall succeed in obtaining the event and only to Shareholder Approval, the extent that Section 16 of Excess Warrant Shares shall again become fully exercisable by the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%Holder.

Limitation on Exercise. [Investors may individually elect to omit either or both of clauses (i) and (ii) of this Section 11 upon first issuance of the Warrant at closing.] (i) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's ’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.994.999% (the "MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. The Company's obligation to issue This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in excess order to determine the amount of securities or other consideration that such Holder may receive in the limitation referred event of a merger or other business combination or reclassification involving the Company as contemplated in Section 9 of this Warrant. By written notice to in the Company, the Holder may waive the provisions of this Section shall but any such waiver will not be suspended effective until the 61st day after such notice is delivered to the Company. (and shall not terminate or expire notwithstanding any ii) Notwithstanding anything to the contrary provisions hereof) until such timecontained herein, if any, as such the number of shares of Common Stock that may be issued acquired by the Holder upon any exercise of this Warrant (or otherwise in compliance with such limitation. The Holder respect hereof) 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 be limited to the extent that 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 16 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 or and the rules and regulations promulgated thereunder (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. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or any successor statute beneficially own in order to determine the amount of securities or rules) is changed to reduce other consideration that such Holder may receive in the beneficial ownership percentage threshold thereunder to event of a percentage less than 9.99%merger or other business combination or reclassification involving the Company as contemplated in Section 9 of this Warrant. This restriction may not be waived.

Limitation on Exercise. Notwithstanding anything (a) Prior to the contrary contained hereinreceipt of Shareholder Approval with respect to the removal of the limitations set forth in this Section 2.9, no Holder will be permitted to exercise the right to purchase Warrant Shares, if and to the extent, following such exercise, either (i) the aggregate voting power of such Holder (or of any Group including such Holder) on a matter being voted on by holders of the Common Stock would exceed 19.99% of the Maximum Voting Power or (ii) such Holder (or any Group including such Holder) would Beneficially Own more than 19.99% of the then outstanding Common Stock; provided, however, that such exercise restriction shall not apply in connection with and subject to completion of (A) a Public Sale of the Class A Common Stock to be issued upon such exercise, if following consummation of such Public Sale such Holder or Group will not Beneficially Own in excess of 19.99% of the then outstanding Common Stock or (B) a bona fide third party tender offer for the Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock that may be acquired Beneficially Owned by the a Holder upon any exercise of this Warrant (or otherwise in respect hereofany Group including such Holder) shall include the number of shares of Class A Common Stock to be limited issued with respect to which a Warrant Exercise Notice has been given, but shall exclude the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned which would be issuable upon conversion or exercise any other outstanding Warrants Beneficially Owned by such Holder and its Affiliates and (or any other Persons whose beneficial ownership Group including such Holder). At any time upon the written request of Common Stock would be aggregated with the Holder's for purposes of Section 13(d, the Company shall within two (2) of Trading Days confirm in writing to the Exchange Act, does not exceed 9.99% (Holder the "MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock (including for such purpose and Maximum Voting Power then outstanding. Effective immediately upon receipt of Shareholder Approval with respect to the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) removal 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 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 Section 2.9, this Section 2.9 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 (x) at any time and from time cease 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 the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%apply.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, at any time that any of the Company’s equity securities are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the number of shares of Common Stock that may be acquired by the a Holder upon any exercise of this any Warrant (or otherwise in respect hereofthereof) shall be limited to the extent necessary to insure ensure 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 individuals or entities whose beneficial ownership of Common Stock would be aggregated with the Holder's ’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.994.999% (the "MAXIMUM PERCENTAGE"“5% 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 The Company shall, instead 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 issuing shares of Common Stock in excess of the 5% Maximum Percentage, suspend its obligation to issue shares in excess of the foregoing limitation referred until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation. Additionally, by written notice to in the Company and the Warrant Agent, a Holder may waive the provisions of this Section 4.3.2(a) or increase or decrease the 5% Maximum Percentage to any other percentage specified in such notice; provided, that (i) any such waiver or increase or decrease will not be effective until the 61st day after such notice is delivered to the Company and the Warrant Agent, and (ii) any such waiver or increase or decrease will apply only to such Holder and not to any other Holders of Warrants. (b) Notwithstanding anything to the contrary contained herein and regardless of whether the restrictions contained in Section 4.3.2(a) are waived as provided therein, the number of shares of Common Stock that may be acquired by a Holder upon exercise of any Warrant (or otherwise in respect thereof) shall be suspended limited to the extent necessary to ensure 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 9.999% (the “10% 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 not terminate or expire notwithstanding any contrary provisions hereofbe determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall, instead of issuing shares of Common Stock in excess of the 10% Maximum Percentage, suspend its obligation to issue shares in excess of the foregoing limitation 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 (xprovisions of this Section 4.3.2(b) 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 the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%may not be waived.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock Warrant Shares 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 9.994.999% (the "MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each By written notice to the Company, the Holder may waive the provisions of this Section 14(a), but any waiver will not be effective until the 61st day after delivery of an Exercise Notice hereunder will constitute a representation by such notice. (b) Notwithstanding anything to the Holder that it has evaluated contrary contained herein, the limitation set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested 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 Notice is permitted under this paragraph. The Company's obligation to issue exercise (or other issuance), the total number of shares of Common Stock in excess 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 limitation referred to in this Section shall be suspended (Exchange Act, does not exceed 9.999% of the total number of issued and shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such outstanding shares of Common Stock may (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be issued determined in compliance accordance with such limitation. The Holder shall have the right (xSection 13(d) 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 the Exchange Act or and the rules and regulations promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%thereunder. This restriction may not be waived.

Limitation on Exercise. Notwithstanding anything to the contrary contained herein, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock that may to be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited issued pursuant to the extent necessary to insure that, following such exercise (or would exceed, when aggregated with all other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and (together with any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's ’s and its Affiliates’ for purposes of Section 13(d) of the Exchange Act) at such time, does not exceed 9.99% (the "MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock which would result in such Holder and its Affiliates (including for such purpose the shares together with any other Persons whose beneficial ownership of Common Stock issuable upon would be aggregated with the Holder’s and its Affiliates’ for purposes of Section 13(d) of the Exchange Act) owning more than 4.999% (the “Maximum Percentage”) of all of the Common Stock issued and outstanding at such exercise)time. For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. 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 For purposes of this paragraph, 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 excess of (x) the limitation referred to in this Section shall be suspended (and shall not terminate Company’s most recent Form 10-Q or expire notwithstanding any contrary provisions hereof) until such time, if anyForm 10-K, as such the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within three Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms this Section 11(a) to correct this paragraph (or any portion hereof) which may be issued in compliance defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The Holder limitations contained in this paragraph shall have the right (x) at any time and from time apply to time to reduce its Maximum Percentage immediately upon notice to a successor holder of this Warrant. The holders of Common Stock of the Company in shall be third party beneficiaries of this Section 11(a) and the event and only to Company may not waive this Section 11(a) without the extent that Section 16 consent 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 holders of a percentage less than 9.99%majority of its Common Stock.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.994.999% (the "MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. The By written notice to the Company's obligation , the Holder may waive the provisions of this Section but (i) any such waiver will not be effective until the 61st day after such notice is delivered to issue the Company, and (ii) any such waiver will apply only to the Holder and not to any other holder of Warrants. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 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 in 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 Holder may waive the provisions of this Section but (i) any such waiver will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver will apply only to the Holder and not to any other holder of Warrants. (c) If the Company has not previously obtained the Shareholder Approval (as defined below), then the Company may not issue in excess of the limitation referred Issuable Maximum (as defined below) upon exercise of this Warrant at a price per share that is less than the closing sales price prior to in this Section shall be suspended date of the first issuance of the Warrant (and shall not terminate or expire notwithstanding any contrary provisions hereofthe "Threshold Price") until such time, if any, as such (other than to the extent the --------------- Threshold Price is reached due to adjustments due solely to stock splits of the Common Stock). The "Issuable Maximum" means a number of shares equal to ---------------- 1,828,873 (which equals 19.99% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Closing Date), less a number of shares equal to all shares of Common Stock previously issued upon conversion or redemption the Preferred Stock pursuant to the terms of the Certificate of Designations at a conversion or redemption price per share that is less than the Threshold Price (other than to the extent such Threshold Price is reached solely due to adjustments due to stock splits of the Common Stock). If any Holder shall no longer holds Warrant, then such Holder's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on any Date of Exercise, (A) the Exercise Price then in effect is less than the Threshold Price (other than solely due to adjustments resulting from stock splits of the Common Stock) and (B) the aggregate number of Warrant Shares that would then be issuable upon exercise in full of this Warrant, together with any Warrant Shares previously issued upon such exercise at less than the Threshold Price per share, would exceed the Issuable Maximum, and (C) the Company shall not have previously obtained the vote of shareholders, as may be issued required by the applicable rules and regulations of the Nasdaq (or any successor entity) applicable to approve the issuance of Warrant Shares in compliance excess of the Issuable Maximum at less than the Threshold Price (the "Shareholder ----------- Approval"), then the Company shall issue to the Holder upon such exercise a -------- number of Warrant Shares equal to such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with such limitation. The respect to the remaining Warrant Shares whose issuance is in excess of the Issuable Maximum (the "Excess Warrant Shares"), the Holder shall have the right (x) at any time and from time --------------------- to time to reduce its Maximum Percentage immediately upon notice to require the Company in the event and only to the extent that Section 16 of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%.either:

Limitation on Exercise. Notwithstanding anything (a) The Holder shall not have the right to exercise this Warrant, to the contrary contained hereinextent that immediately after giving effect to such exercise, such Person (together with such Person’s affiliates) would beneficially own in excess of 4.99% (such percentage, as may be adjusted pursuant to this Section 11, the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. Such Holder’s delivery of an Exercise Notice shall constitute a representation that, upon delivery of the Warrant Shares to be issued to it pursuant to the Exercise Notice, such Holder and its affiliates will not own more than the Maximum Percentage applicable to such Holder immediately after giving effect to such exercise. The Company shall be entitled to rely on such representation deemed made by the Holder and shall not be deemed to have violated the Maximum Percentage by issuing to such Holder no more than the number of shares of Common Stock that may be acquired by provided for in an Exercise Notice. For purposes of the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance)foregoing sentence, the total aggregate number of shares of Common Stock then beneficially owned by such Holder Person and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with affiliates shall include 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 exercise of this Warrant with respect to which the determination of such exercise)sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For such purposesExcept as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Each delivery For purposes of an Exercise Notice hereunder will constitute this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K or Form 10-Q with the Securities and Exchange Commission, as the case may be, (2) a representation more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day (as defined in the Purchase Agreement) confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% or less than 4.99% specified in such notice; provided that it has evaluated (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of the Warrants. For the avoidance of doubt, to the extent the limitation set forth in this paragraph Section 11 applies, the determination (i) of whether the exercise of this Warrant may be effected (vis-à-vis other options or convertible securities owned by the Holder or any of its affiliates) and (ii) of which of such options or convertible securities shall be convertible, exercisable or exchangeable (as the case may be, as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined that issuance on the basis 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 (x) at any time and from time to time to reduce its Maximum Percentage immediately upon notice first submission to the Company for conversion, exercise or exchange (as the case may be). The provisions of this paragraph shall be construed and implemented in a manner other than in strict conformity with the event and only terms of this Section 1(g) to the extent that Section 16 of the Exchange Act or the rules promulgated thereunder correct this paragraph (or any successor statute portion hereof) which may be defective or rules) is changed to reduce inconsistent with the intended beneficial ownership percentage threshold thereunder limitation herein contained or to a percentage less than 9.99%make changes or supplements necessary or desirable to properly give effect to such limitation.

Limitation on Exercise. Notwithstanding anything (a) The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the contrary contained hereinextent that after giving effect to such exercise, such Person (together with such Person's affiliates) would beneficially own in excess of 9.99% (the "Maximum Percentage") of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and its affiliates shall include the number of shares of Common Stock that may be acquired by the Holder issuable upon any exercise of this Warrant (or otherwise in with respect hereof) to which the determination of such sentence is being made, but shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of exclude shares of Common Stock then which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder Person and its Affiliates affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other Persons whose beneficial ownership securities of Common Stock would be aggregated with the Holder's Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of 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 purposesthis paragraph, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Exchange Act Act. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company's most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the rules case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within two (2) Business Days confirm orally and regulations promulgated thereunderin writing to the Holder the number of shares of Common Stock then outstanding. Each delivery In any case, the number of an Exercise Notice hereunder will constitute a representation outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder that it has evaluated and its affiliates since the limitation set forth in this paragraph and determined that issuance date as of the full which such number of Warrant Shares requested outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may waive the provisions of this Section 14 or increase or decrease the Maximum Percentage to any other percentage specified in such Exercise Notice notice, but (i) any such waiver or increase will not be effective until the sixty-first (61st) day after such notice is permitted under this paragraph. delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. (b) The Company's ’s obligation to issue shares of Common Stock in excess of the any limitation referred to in this Section 14 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. (c) The Holder provisions of this Section 14 shall have be construed and implemented in a manner otherwise than in strict conformity with the right (x) at any time and from time terms of this Section 14 to time to reduce its Maximum Percentage immediately upon notice to the Company in the event and only to the extent that correct this Section 16 of the Exchange Act or the rules promulgated thereunder 14 (or any successor statute portion hereof) which may be defective or rules) is changed to reduce inconsistent with the intended beneficial ownership percentage threshold thereunder limitation herein contained or to a percentage less than 9.99%.make changes or supplements necessary or desirable to properly give effect to such limitation.]1

Limitation on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Registered Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Registered Holder and its Affiliates (as defined below) and any other Persons (as defined below) whose beneficial ownership of Common Stock would be aggregated with the Registered Holder's ’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), does not exceed 9.994.999% (the "MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice a purchase form hereunder will constitute a representation by the Registered 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 purchase form is permitted under this paragraph. The Company's obligation to issue This provision shall not restrict the number of shares of Common Stock which a Registered Holder may receive or beneficially own in excess order to determine the amount of the limitation referred to in this Section shall be suspended (and shall not terminate securities or expire notwithstanding any contrary provisions hereof) until other consideration that such time, if any, as such shares of Common Stock Registered Holder may be issued in compliance with such limitation. 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 receive in the event of a merger or other business combination or reclassification involving the Company as contemplated in Section 2(e) of this Warrant. This restriction may not be waived. For purposes of this Section 1(d), “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and only construed under Rule 144. With respect to a Registered Holder, any investment fund or managed account that is managed on a discretionary basis by the extent that same investment manager as such Registered Holder will be deemed to be an Affiliate of such Purchaser. For purposes of this Section 16 of the Exchange Act 1(d), “Person” means an individual or the rules promulgated thereunder corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%kind.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.994.999% (the "MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. The By written notice to the Company, the Holder may waive the provisions of this Section but (i) any such waiver will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such waiver will apply only to the Holder and not to any other holder of Warrants. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company as contemplated in Section 9 of this Warrant. (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's obligation 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 in this paragraph and determined that issuance of the full number of Warrant Shares requested in such 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 merger or other business combination or reclassification involving the Company as contemplated in Section 9 of this Warrant. (c) If the Company has not obtained the Shareholder Approval (as defined below), then the Company may not issue in excess of 1,372,675 shares of Common Stock upon exercise of the Warrants (as defined in the Purchase Agreement) (such number of shares of Common Stock, the "ISSUABLE MAXIMUM"). Each holder of Warrants shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing: (x) the purchase price paid by it pursuant to the Purchase Agreement by (y) the purchase price paid by all holders pursuant to the Purchase Agreement. If a holder of Warrants shall no longer hold its Warrant due to exercise or cancellation of its Warrant, then such holder's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining holders of the Warrants. If on any Date of Exercise: (A) the aggregate number of shares of Common Stock that would then be issuable upon exercise in full of this Warrant would exceed the Issuable Maximum, and (B) the Company shall not have previously obtained the vote of shareholders (the "SHAREHOLDER APPROVAL"), if any, as may be required by the applicable rules and regulations of the Nasdaq National Market (or any successor entity) applicable to approve the issuance of shares of Common Stock in excess of the limitation referred Issuable Maximum pursuant to in this Section the terms hereof, then the Company shall be suspended (and shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such issue to the Holder a number of shares of Common Stock may be issued equal to the Issuable Maximum and, with respect to the remainder of the Warrant Shares then issuable under the Warrant for which an exercise in compliance accordance with such limitation. The the applicable exercise price would result in an issuance of shares of Common Stock in excess of the Issuable Maximum (the "EXCESS WARRANT SHARES"), the Holder shall have the right (x) at any time and from time option to time to reduce its Maximum Percentage immediately upon notice to require the Company to use its best efforts to obtain the Shareholder Approval applicable to such issuance as soon as is possible, but in any event not later than the event 90th day after such request. The Company and only the Holder understand and agree that shares of Common Stock issued to and then held by the extent that Section 16 Holder as a result of exercise of this Warrant shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto. If the Exchange Act or Company shall succeed in obtaining the rules promulgated thereunder (or any successor statute or rules) is changed to reduce Shareholder Approval, the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%Excess Warrant Shares shall again become fully exercisable by the Holder.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.994.999% (the "MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested issuable in respect of such Exercise Notice is permitted under does not violate the restrictions contained in this paragraph. The Company's obligation to issue This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in excess order to determine the amount of securities or other consideration that such Holder may receive in the limitation referred to in event of a merger, sale or other business combination or reclassification involving the Company as contemplated herein. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 61 days' prior notice to the Company. Other Holders shall be suspended unaffected by any such waiver. (and shall not terminate or expire notwithstanding any b) Notwithstanding anything to the contrary provisions hereof) until such timecontained herein, if any, as such the number of shares of Common Stock that may be issued acquired by the Holder upon any exercise of this Warrant (or otherwise in compliance with such limitation. The Holder respect hereof) shall have the right (x) at any time and from time to time to reduce its Maximum Percentage immediately upon notice be limited to the Company 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 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). 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 issuable in respect of such Exercise Notice does not violate the restrictions contained in 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 and only to of a merger, sale or other business combination or reclassification involving the extent that Section 16 of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%Company as contemplated herein.

Limitation on Exercise. Notwithstanding anything The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2.1, Section 2.2 or otherwise, to the contrary contained hereinextent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, such Holder (together with such Holder’s affiliates, and any other person or entity acting as a group together with such Holder or any of such Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of the Beneficial Ownership Limitation (as defined below); provided, however, that this provision shall not apply (i) as specifically provided in this Warrant as an exception to this provision or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to that such determination is being made, but shall exclude the number of shares of Common Stock which would be aggregated with issuable upon (A) exercise of the Holder's remaining, nonexercised portion of this Warrant beneficially owned by such Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2.3, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the rules and regulations promulgated thereunder, does it being acknowledged by the Holder that the Company is not exceed 9.99% (the "MAXIMUM PERCENTAGE"representing to such Holder that such calculation is in compliance with Section 13(d) of the total number Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.3 applies, the determination of issued whether this Warrant is exercisable (in relation to other securities owned by such Holder together with any affiliates) and outstanding shares of Common Stock which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (including for in relation to other securities owned by such purpose Holder together with any affiliates) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the shares Company shall have no obligation to verify or confirm the accuracy of Common Stock issuable upon such exercise)determination. For such purposesIn addition, beneficial ownership a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery For purposes of an Exercise Notice hereunder will constitute a representation by this Section 2.3, in determining 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 outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in excess of (x) the limitation referred to in this Section shall be suspended Company’s most recent Form 10-Q or Form 10-K, as the case may be, (and shall not terminate or expire notwithstanding any contrary provisions hereofy) until such timea more recent public announcement by the Company or, if anymore recent, as such (z) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by such Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.3 to correct this paragraph (or any portion hereof) which may be issued in compliance defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The Holder limitations contained in this paragraph 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 the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder apply to a percentage less than 9.99%successor holder of this Warrant.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's ’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 (“Exchange Act”), does not exceed 9.999.9% (the "MAXIMUM PERCENTAGE"“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 purposespurposes of this Warrant, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. 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.]1 (b) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of the rules of the Nasdaq Stock Market does not exceed 19.9% 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). (c) 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. Upon the written or oral request of a Holder, the Company 1 This option is optional; subject to preference of the Holder. shall within two Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The Company's ’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 , but in no event later than 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 the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%Expiration Date.

Limitation on Exercise. Notwithstanding anything The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2.3 or otherwise, to the contrary contained hereinextent that after giving effect to such issuance after exercise, such Holder (together with such Holder’s affiliates, and any other person or entity acting as a group together with such Holder or any of such Holder’s affiliates), as set forth on the applicable Exercise Notice, would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be aggregated with issuable upon (A) exercise of the Holder's remaining, nonexercised portion of this Warrant beneficially owned by such Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Preferred Stock or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1.2, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange ActAct and the rules and regulations promulgated thereunder, does it being acknowledged by a Holder that the Company is not exceed 9.99% (the "MAXIMUM PERCENTAGE"representing to such Holder that such calculation is in compliance with Section 13(d) of the total number Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 1.2 applies, the determination of issued whether this Warrant is exercisable (in relation to other securities owned by such Holder) and outstanding shares of Common Stock which a portion of this Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Exercise Notice shall be deemed to be each Holder’s determination of whether this Warrant is exercisable (including for in relation to other securities owned by such purpose Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the shares Company shall have no obligation to verify or confirm the accuracy of Common Stock issuable upon such exercise)determination. For such purposesIn addition, beneficial ownership a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery For purposes of an Exercise Notice hereunder will constitute a representation by this Section 1.2, in determining 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 outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in excess of (x) the limitation referred to in this Section shall be suspended (and shall not terminate Company’s most recent Form 10-Q or expire notwithstanding any contrary provisions hereof) until such time, if anyForm 10-K, as such the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by such Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The provisions of this paragraph shall be implemented in a manner not otherwise than in strict conformity with the terms of this Section 1.2 to correct this paragraph (or any portion hereof) which may be issued in compliance defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The Holder limitations contained in this paragraph 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 the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder apply to a percentage less than 9.99%successor holder of this Warrant.

Limitation on Exercise. Notwithstanding anything The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the contrary contained hereinextent that after giving effect to such exercise, such Person (together with such Person’s affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise unless the Holder provides the Company with 61 days’ prior notice of his desire to exercise this Warrant notwithstanding the fact that after giving effect to such exercise the Holder (together with his affiliates) would beneficially own in excess of the Maximum Percentage immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and its affiliates shall include the number of shares of Common Stock that may be acquired by the Holder issuable upon any exercise of this Warrant (or otherwise in with respect hereof) to which the determination of such sentence is being made, but shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of exclude shares of Common Stock then which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder Person and its Affiliates affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other Persons whose beneficial ownership securities of Common Stock would be aggregated with the Holder's Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of 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 purposesthis paragraph, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act and of 1934, as amended (the rules and regulations promulgated thereunder“Exchange Act”). Each delivery For purposes of an Exercise Notice hereunder will constitute a representation by this Warrant, in determining the number of outstanding shares of Common Stock, the Holder that it has evaluated may rely on 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 outstanding shares of Common Stock as reflected in excess the most recent of (1) the limitation referred to in this Section shall be suspended (Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if anyExchange Commission, as such the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock may be issued in compliance with such limitationoutstanding. The Holder shall have the right (x) For any reason at any time time, upon the written or oral request of the Holder, the Company shall within two (2) Business Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time to reduce its increase or decrease the Maximum Percentage immediately upon to any other percentage not in excess of 4.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company in the event Company, and (ii) any such increase or decrease will apply only to the extent that Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 16 of the Exchange Act or the rules promulgated thereunder to correct this paragraph (or any successor statute portion hereof) which may be defective or rules) is changed to reduce inconsistent with the intended beneficial ownership percentage threshold thereunder limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.” Section (p) “Registration Rights of Holder” shall be relabeled as Section “(q).” 7. This Amendment shall be of no force and effect until receipt and execution of this Amendment by the Company and each of the Purchasers. This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a percentage less than 9.99%“.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. 8. Except as expressly amended hereby, the Purchase Agreement including all Exhibits thereto remains in full force and effect. Any references to the Purchase Agreement shall refer to the Purchase Agreement as amended hereby.

Limitation on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates (as defined below) 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 9.994.999% (the "MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. As used herein with respect to any Holder, "Affiliate" means any Person that controls, is controlled by, or is under common control with, such Holder. Each delivery of an Exercise Notice hereunder will constitute a representation by the 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 paragraph and the Company shall have no obligation to issue shares determine whether an exercise of Common Stock in excess of this Warrant meets 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 (x) at any time and from time to time to reduce its Maximum Percentage immediately upon owned by the Holder and its Affiliates. By written notice to the Company Company, the Holder may waive the provisions of this Section or increase or decrease the Maximum Percentage to any other percentage specified in such notice, but (i) any such waiver or increase will not be effective until the event 61st day after such notice is delivered to the Company, and (ii) any such waiver or increase or decrease will apply only to the extent that Section 16 Holder and not to any other holder of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%Warrants.

Limitation on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that this Warrant may not be acquired exercised by the Warrant Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance)after giving effect to Warrant Shares to be issued pursuant to a Subscription Notice, the total number of shares of Common Stock then deemed beneficially owned by such Warrant Holder and its Affiliates and any (other Persons whose beneficial than by virtue of ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by the Warrant Holder's Affiliates that would be aggregated with the Holder's for purposes of determining whether a group under Section 13(d) of the Securities Exchange ActAct of 1934 exists ("Beneficial Ownership"), does not would exceed 9.994.9% (the "MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of the Common Stock (including for such purpose Stock. Notwithstanding the shares of Common Stock issuable upon such exercise). For such purposesforegoing, beneficial ownership 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. The Holder shall have the right (x) at any time and from time to time to reduce its Maximum Percentage immediately waive this restriction, in whole or in part, upon 61 days prior written notice to the Company in the event and only Company; provided, however, that such waiver shall not be permitted to the extent that Section 16 that, if the Warrant Holder were to acquire additional shares of Common Stock pursuant to such waiver, its Beneficial Ownership of shares of the Exchange Act or Common Stock would exceed 9.9% of the rules promulgated thereunder (or any successor statute or rules) total issued and outstanding shares of the Common Stock. The delivery of a Subscription Notice by the Warrant Holder shall be deemed a representation by such holder that it is changed to reduce in compliance with this paragraph. The terms "deemed beneficially owned" and "Beneficial Ownership" as used in this Warrant shall exclude shares that might otherwise be deemed beneficially owned by reason of the beneficial ownership percentage threshold thereunder to a percentage less than 9.99%exercise of this Warrant.