Common use of Limitations on Exercise Clause in Contracts

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a 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 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder.

Limitations on Exercise. Neither Any term or provision hereof to the Warrant Agent nor contrary notwithstanding, the Company shall not effect any the exercise of any this Warrant, and no Holder shall have the right to exercise any portion of a this Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchasesuch exercise, such Holder Person (together with such HolderPerson’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), affiliates) would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the Company’s Common Stockcommon stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock Company’s common stock beneficially owned by a Holder such Person and its Affiliates affiliates shall include the number of shares of Common Stock such common stock issuable upon exercise of the this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock common stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised portion of any this Warrant beneficially owned by such Holder 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 Affiliatesaffiliates (including, without limitation, any convertible notes or convertible 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 purposes of this Section 6paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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 thereunderdefined below). For purposes of this Section 6Warrant, in determining the number of outstanding shares of Common StockCompany’s common stock, a Holder of this Warrant may rely on the number of outstanding shares of Common Stock common stock as reflected in (A1) the Company’s most recent periodic Form 10-K, Form 10-Q or annual report filed other public filing with the Securities and Exchange Commission, as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent written any other notice by the Company or the Company’s its transfer agent setting forth the number of shares of the Company’s common stock outstanding. For any reason at any time, upon the written or oral request of a Holder, the Company shall within two (2) Business Days confirm to the Holder the number of shares of the Company’s Common Stock then outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder the registered holder (together with such Holderregistered holder’s Affiliates (as defined in Rule 405 under the The Securities ActAct of 1933), and any other persons acting as a group together with such Holder the registered holder or any of such Holderthe registered holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder the registered holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated 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, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an a Election to Purchase shall be deemed to be such Holderthe registered holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderthe registered holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder registered 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of a Warrant.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include 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% 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 the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes To the extent that the limitation contained in this Section 11 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Section 6Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in determining each case subject the number of outstanding shares of Common Stocklimitation contained in this Section 11, a 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 Commission, as the case may be, (B) a more recent public announcement by and the Company shall have no obligation to verify or (C) a more recent written notice by confirm the Company or the Company’s transfer agent setting forth accuracy of such determination. This provision shall not restrict the number of shares of Common Stock outstandingwhich 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 Fundamental Transaction as contemplated in Section 9 of this Warrant. The provisions This restriction may not be waived. Notwithstanding anything to the contrary contained in this Warrant, (a) no term of this Section 6 shall may be construed and implemented in a manner otherwise than in strict conformity waived by any party, nor amended such that the threshold percentage of ownership would be directly or indirectly increased, (b) this restriction runs with the terms Warrant and may not be modified or waived by any subsequent holder hereof and (c) any attempted waiver, modification or amendment of this Section 6 to correct this subsection (or any portion hereof) which may will be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holdervoid ab initio.

Limitations on Exercise. Neither The Company shall not, and shall not instruct the Warrant Agent nor the Company shall to, effect any exercise of any Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder the registered holder (together with such Holderregistered holder’s Affiliates (as defined in Rule 405 under the Securities ActAct of 1933), and any other persons acting as a group together with such Holder the registered holder or any of such Holderthe registered holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the 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 exercise of the remaining, nonexercised non-exercised portion of any Warrant beneficially owned by such Holder the registered holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated 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, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase shall be deemed to be such Holderthe registered holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderthe registered holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder registered 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of a Warrant.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a the Holder and its Affiliates shall include the number of shares and any other Persons whose beneficial ownership of Common Stock issuable upon exercise of the 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 exercise of aggregated with the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder), it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) does not exceed 4.999% of the Exchange Act total number of issued and outstanding shares of Common Stock (including for such Holder is solely responsible for any schedules required to be filed in accordance therewithpurpose the shares of Common Stock issuable upon such exercise). To the extent that the limitation contained in this Section 6 appliesFor such purposes, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes Each delivery of an Exercise Notice by the Holder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 6, in determining and determined that issuance of the full number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as reflected provided below, 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 (A) compliance with such limitation; provided, that, if, as of the Expiration Time, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s most recent periodic or annual report filed with the 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 the Company’s transfer agent setting forth obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock outstandingwhich 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 Fundamental Transaction as contemplated in Section 9 of this Warrant. The By written notice to the Company, the Holder may waive the provisions of this Section 6 shall but any such waiver will not be construed and implemented in a manner otherwise than in strict conformity with effective until the terms of this Section 6 sixty-first (61st) day after such notice is delivered to correct this subsection (or the Company, nor will any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor waiver affect any other Holder.

Limitations on Exercise. Neither the Warrant Agent nor the The Company shall not effect any exercise of any this Warrant, and no a Holder shall not have the right to exercise any portion of a this Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to PurchaseNotice of Exercise, such the Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common StockStock (the percentage limitation, the “Beneficial Ownership Limitation”). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which that would be issuable upon exercise of the remaining, nonexercised non-exercised portion of any Warrant beneficially owned by such the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 65, beneficial ownership shall be calculated 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, it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 5 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a the Holder together with any Affiliates) and of which portion of a this Warrant is exercisable shall be in the sole discretion of a the Holder, and the submission of an Election to Purchase a Notice of Exercise shall be deemed to be such the Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such the Holder together with any Affiliates) and of which portion of a this Warrant is exercisable, and neither the Warrant Agent nor the Company shall not have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such the Holder. In addition, 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. For purposes of this Section 65 , in determining the number of outstanding shares of Common Stock, a 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 Company, or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 5 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 5 to correct this subsection (or any portion hereof) which that may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 5. In the event of a Holder’s election to increase the Beneficial Ownership Limitation, such increase will not be effective until the 61st day after such notice is delivered to the Company. The limitations contained in this paragraph Section 5 shall apply to a successor Holderholder of this Warrant.

Limitations on Exercise. Neither a. Notwithstanding anything to the contrary contained in the Warrant, the Warrant Agent nor shall not be exercisable by the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, hereof to the extent that after giving effect (but only to the issuance of shares of Common Stock after exercise as set forth on extent) that, if exercisable by the applicable Election to PurchaseHolder, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), its affiliates would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the Company’s then issued and outstanding shares of Common Stock. For purposes To the extent the above limitation applies, the determination of whether the Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities owned by the Holder) and of which warrants shall be exercisable (as among all warrants owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the foregoing sentencefirst submission to the Company for conversion, exercise or exchange (as the number of shares of Common Stock beneficially owned by a Holder and its Affiliates case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall include have any effect on the number of shares of Common Stock issuable upon exercise applicability of the Warrant provisions of this Section 5(a) with respect to which such any subsequent determination is being made, but shall exclude of exercisability. For the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 65(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be calculated determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunderamended, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a 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 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 5(a) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 5(a) to correct this subsection Section 5(a) (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph Section 5(a) shall apply to a successor Holder of the Warrant. For purposes of the Warrant, in determining the number of issued and outstanding shares of Common Stock, the Holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (i) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (as the case may be), (ii) a more recent public announcement by the Company, or (iii) any other notice by the Company setting forth the number of shares of Common Stock issued and outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within three (3) business days confirm orally and in writing to the Holder the number of shares of Common Stock then issued and outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to the Warrant.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, 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 13(d) of the Exchange Act, does not exceed 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock after issuable upon exercise as set forth on of this Warrant (the applicable Election “Beneficial Ownership Limitation”). The Holder, upon not less than 61 days’ prior notice to Purchasethe Company, such Holder (together with such Holder’s Affiliates (as defined may increase or decrease the Beneficial Ownership Limitation provisions of this Section 11, provided that the Beneficial Ownership Limitation in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99no event exceeds 9.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of the Common Stock beneficially owned by a Holder and its Affiliates shall include outstanding immediately after giving effect to the number issuance of shares of Common Stock issuable upon exercise of this Warrant held by the Warrant with respect to which such determination is being made, but shall exclude Holder and the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes provisions of this Section 6, beneficial ownership 11 shall continue to apply. Any such increase or decrease will not be calculated in accordance with Section 13(d) of effective until the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company 61st day after such notice is representing delivered to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a 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 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 11 to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of this Warrant. 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 such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9(b) of this Warrant. This restriction may not be waived, and notwithstanding anything to the contrary in any Transaction Document, may not be amended by agreement of the parties.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder the registered holder (together with such Holderregistered holder’s Affiliates (as defined in Rule 405 under the The Securities ActAct of 1933), and any other persons acting as a group together with such Holder the registered holder or any of such Holderthe registered holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder the registered holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated 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, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase shall be deemed to be such Holderthe registered holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderthe registered holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder registered 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of a Warrant.

Limitations on Exercise. Neither Notwithstanding anything to the Warrant Agent nor the Company shall effect any exercise of any contrary contained in this Warrant, and no this Warrant shall not be exercisable by the Holder shall have the right to exercise any portion of a Warrant, hereof to the extent that after giving effect (but only to the issuance of shares of Common Stock after exercise as set forth on extent) that the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), its affiliates would beneficially own in excess of 4.99% of (the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d“Maximum Percentage”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewithCommon Stock. To the extent that the above limitation contained in this Section 6 applies, the determination of whether a this Warrant is shall be exercisable (in relation to vis-à-vis other convertible, exercisable or exchangeable securities owned by a the Holder together with or any Affiliatesof its affiliates) and of which portion of a Warrant is exercisable such securities shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other as among all such securities owned by the Holder) shall, subject to such Holder together with any Affiliates) and Maximum Percentage limitation, be determined on the basis of which portion of a Warrant is exercisable, and neither the Warrant Agent nor first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise this Warrant pursuant to this paragraph shall have any obligation to verify or confirm effect on the accuracy applicability of such determination and neither the provisions of them shall have any liability for any error made by such Holder. In addition, a determination as this paragraph with respect to any group status as contemplated above subsequent determination of exercisability. For the purposes 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 Act (as defined in the Purchase Agreement) and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a 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 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 paragraph to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Purchase Agreement. By written notice to the Company, any Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the 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 of Warrants.

Limitations on Exercise. Neither the The Warrant Agent nor the Company shall not effect any exercise of any this Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, this Warrant to the extent that after giving effect to the such issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchaseexercise notice, such Holder the registered holder (together with such Holderthe registered holder’s Affiliates (as defined in Rule 405 under the Securities Act)Affiliates, and any other persons person or entity acting as a group together with such Holder the registered holder or any of such Holderthe registered holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common StockBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the 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 (A) exercise of the remaining, nonexercised non-exercised portion of any this Warrant beneficially owned by such Holder the registered 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 equity equivalent securities) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the registered holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 63.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended 1934 and the rules and regulations promulgated thereunder (the “Exchange Act”) and the rules and regulations promulgated thereunder), it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is not representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 3.3.10 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliates) and of which portion of a this Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase exercise notice shall be deemed to be such Holderthe registered holder’s determination of whether such this Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliates) and of which portion of a this Warrant is exercisable, in each case subject the Beneficial Ownership Limitation, and neither the Company and the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, 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 thereunderAct. For purposes of this Section 63.3.10, in determining the number of outstanding shares of Common Stock, a Holder registered 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 Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written any other notice by the Company or the Company’s its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a registered holder, the Company shall within three (3) Business Days confirm orally and in writing to the registered 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 registered 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 registered holder, upon not less than sixty one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 1(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the registered holder and the provisions of this Section 3.3.10 shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this Section 6 3.3.10 shall be construed construed, corrected and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 so as to correct this subsection (or any portion hereof) which may be defective or inconsistent with effectuate the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitationcontained. The limitations contained in this paragraph shall apply to a successor Holderholder of this Warrant.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 6, in determining and determined that issuance of the full number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as reflected provided below, 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 (A) compliance with such limitation; provided, that, if, as of 5:00 p.m., New York City time, on the Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s most recent periodic or annual report filed with the 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 the Company’s transfer agent setting forth obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock outstandingthat 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 Fundamental Transaction as contemplated in Section 9 of this Warrant. The By written notice to the Company, the Holder may waive the provisions of this Section 6 but any such waiver will not be effective until the 61st day after such notice is delivered to the Company, nor will any such waiver effect any other Holder. This provision shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall not apply to a successor HolderHolders who, together with Affiliates, as of the Closing Date beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 5% of the total number of issued and outstanding shares of Common Stock.

Limitations on Exercise. Neither the Warrant Agent nor the Company A registered holder shall effect any exercise of any Warrant, and no Holder shall not have the right to exercise any portion of a Warrant, the Warrant to the extent that after giving effect to the such issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchaseexercise notice, such Holder the registered holder (together with such Holderthe registered holder’s Affiliates (as defined in Rule 405 under the Securities Act)affiliates, and any other persons acting as a group together with such Holder the registered holder or any of the registered holder’s affiliates (collectively, such Holderregistered holder’s Affiliates“affiliates”)), would beneficially own in excess of 4.99% of the Company’s Common StockBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon exercise of the 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 any the Warrant beneficially owned by such Holder the registered holder or any of its Affiliatesaffiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the registered holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 63.3.10, beneficial ownership shall be calculated 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, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is not representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 3.3.10 applies, the determination of whether a the Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliatesaffiliates) and of which portion of a the Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase exercise notice shall be deemed to be such Holderthe registered holder’s determination of whether such the Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliatesaffiliates) and of which portion of a the Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and neither the Warrant Agent nor and the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, 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. For purposes of this Section 63.3.10, in determining the number of outstanding shares of Common Stock, a Holder registered 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 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a registered holder, the Company shall within two Trading Days confirm orally and in writing to the registered holder the number of shares of Common Stock then outstanding as established by (A), (B) or (C) above, as applicable. 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 Warrant, by the registered 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 the Warrant. The registered holder, upon not less than 61 days’ prior notice to the Company, may increase the Beneficial Ownership Limitation provisions of this Section 3.3.10, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the Warrant held by the registered holder and the provisions of this Section 3.3.10 shall continue to apply. Any such increase will not be effective until the 61st day after such notice is delivered to the Company and shall only be effective with respect to such registered holder. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 3.3.10 to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of the Warrant.

Limitations on Exercise. Neither Notwithstanding anything to the Warrant Agent nor the Company shall effect any exercise of any contrary contained in this Warrant, and no this Warrant shall not be exercisable by the Holder shall have the right to exercise any portion of a Warrant, hereof to the extent that after giving effect (but only to the issuance of shares of Common Stock after exercise as set forth on extent) that the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), its affiliates would beneficially own in excess of 4.99% of (the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d“Maximum Percentage”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewithCommon Stock. To the extent that the above limitation contained in this Section 6 applies, the determination of whether a this Warrant is shall be exercisable (in relation to vis-à-vis other convertible, exercisable or exchangeable securities owned by a the Holder together with or any Affiliatesof its affiliates) and of which portion of a Warrant is exercisable such securities shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other as among all such securities owned by the Holder) shall, subject to such Holder together with any Affiliates) and Maximum Percentage limitation, be determined on the basis of which portion of a Warrant is exercisable, and neither the Warrant Agent nor first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise this Warrant pursuant to this paragraph shall have any obligation to verify or confirm effect on the accuracy applicability of such determination and neither the provisions of them shall have any liability for any error made by such Holder. In addition, a determination as this paragraph with respect to any group status as contemplated above subsequent determination of exercisability. For the purposes 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 Act (as defined in the Purchase Agreement) and the rules and regulations promulgated thereunder. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a 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 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 paragraph to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Securities Purchase Agreement. By written notice to the Company, any Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the 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 of Warrants.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the a 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities and Exchange Act of 1934, as amended 1934 (the “Exchange Act”) ), and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (Aa) the Company’s most recent periodic Form 10-Q or annual report Form 10-K filed with the Commission, as the case may be, (Bb) a more recent public announcement by the Company or (Cc) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a any successor Holder.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Units that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Unit Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include 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% 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 the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes To the extent that the limitation contained in this Section 11 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Section 6Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in determining each case subject the number of outstanding shares of Common Stocklimitation contained in this Section 11, a 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 Commission, as the case may be, (B) a more recent public announcement by and the Company shall have no obligation to verify or (C) a more recent written notice by confirm the Company or the Company’s transfer agent setting forth accuracy of such determination. This provision shall not restrict the number of shares of Common Stock outstandingwhich 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 Fundamental Transaction as contemplated in Section 9 of this Unit Warrant. The provisions This restriction may not be waived. Notwithstanding anything to the contrary contained in this Unit Warrant, (a) no term of this Section 6 shall may be construed and implemented in a manner otherwise than in strict conformity waived by any party, nor amended such that the threshold percentage of ownership would be directly or indirectly increased, (b) this restriction runs with the terms Unit Warrant and may not be modified or waived by any subsequent holder hereof and (c) any attempted waiver, modification or amendment of this Section 6 to correct this subsection (or any portion hereof) which may will be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holdervoid ab initio.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the Warrant such exercise) or such other reduced amount as necessary to comply with respect to which FINRA rules or regulations. For such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 6, in determining and determined that issuance of the full number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as reflected provided below, 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 (A) compliance with such limitation; provided, that, if, as of 5:00 p.m., New York City time, on the Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s most recent periodic or annual report filed with the 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 the Company’s transfer agent setting forth obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock outstandingthat 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 Fundamental Transaction as contemplated in Section 9 of this Warrant. The By written notice to the Company, the Holder may waive the provisions of this Section 6 but any such waiver will not be effective until the 61st day after such notice is delivered to the Company, nor will any such waiver effect any other Holder. This provision shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall not apply to a successor HolderHolders who, together with Affiliates, as of the Closing Date beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 5% of the total number of issued and outstanding shares of Common Stock.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a the Holder and its Affiliates shall include the number of shares affiliates and any other entity whose beneficial ownership of Common Stock issuable upon exercise of the 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 exercise of aggregated with the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in Holder’s for the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder), it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) does not exceed 4.999% of the Exchange Act total number of issued and outstanding shares of Common Stock (including for such Holder is solely responsible for any schedules required to be filed in accordance therewithpurpose the shares of Common Stock issuable upon such exercise). To the extent that the limitation contained in this Section 6 appliesFor such purposes, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes Each delivery of an Exercise Notice by the Holder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 6, in determining and determined that issuance of the full number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as reflected provided below, 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 (A) compliance with such limitation; provided, that, if, as of the Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s most recent periodic or annual report filed with the 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 the Company’s transfer agent setting forth obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock outstandingwhich 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 Fundamental Transaction as contemplated in Section 9 of this Warrant. The By written notice to the Company, the Holder may waive the provisions of this Section 6 shall but any such waiver will not be construed and implemented in a manner otherwise than in strict conformity with effective until the terms of this Section 6 sixty-first (61st) day after such notice is delivered to correct this subsection (or the Company, nor will any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor waiver affect any other Holder.

Limitations on Exercise. Neither (a) Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any exercise of any this Warrant, and no the Holder shall have the right not be entitled to exercise any portion this Warrant for a number of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own Warrant Shares in excess of 4.99% that number of Warrant Shares which, upon giving effect or immediately prior to such exercise, would cause (i) the Company’s Common Stock. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by a the Holder, its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed 9.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates shall include 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 to exceed 9.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise. 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 (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, filed with the Commission prior to the date hereof, (y) a more recent public announcement by the Company or (z) 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 the Holder, the Company shall within three (3) Trading Days confirm in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder 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 specified not in excess of 19.99% 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. For purposes of this Section 11(a), the aggregate number of shares of Common Stock or voting securities beneficially owned by the 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 shall include the shares of Common Stock issuable upon the exercise of the 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 (x) exercise of the remainingremaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, nonexercised non-converted or non-cancelled portion of any Warrant other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), is subject to a limitation on conversion or exercise analogous to the limitation contained herein and is beneficially owned by such the Holder or any of its Affiliates. Except as set forth in Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a 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 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderAct.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained in this Warrant Agent nor (other than the provisions of Section 11(b) below), the Company shall not effect any exercise of any this Warrant, and no the Holder shall not have the right to exercise any portion of a Warrant, this Warrant to the extent that (but only to the extent) that, after giving effect to such issuance after exercise, the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons person acting as a group together with such the Holder or any of such the Holder’s Affiliates), ) would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the Company’s outstanding shares of Common Stock. For purposes To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder) and of which warrants shall be exercisable (as among all warrants owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the foregoing sentencefirst submission to the Company for conversion, exercise or exchange (as the number of shares of Common Stock beneficially owned by a Holder and its Affiliates case may be). No prior inability to exercise this Warrant pursuant to this paragraph shall include have any effect on the number of shares of Common Stock issuable upon exercise applicability of the Warrant provisions of this paragraph with respect to which such any subsequent determination is being made, but shall exclude of exercisability. For the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership and as to the determination of any group) shall be calculated determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a 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 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 paragraph to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Securities Purchase Agreement. Each delivery of an Exercise Notice by the Holder will constitute a representation by the Holder that it has evaluated the limitation set forth in this paragraph shall apply to a successor Holderand determined that issuance of the full number of Warrant Shares requested by the Holder in such Exercise Notice is permitted under this paragraph.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, Warrant to the extent that after giving effect to the issuance of shares of Common Stock Warrant Shares after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates affiliates (as defined in Rule 405 under the Securities Act), and any other persons person or entity acting as a group together with such Holder or any of such Holder’s Affiliatesaffiliates (each an “Attribution Party”)), would beneficially own in excess of 4.99% of the Company’s Common StockBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder and its Affiliates and its Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of the 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 any this Warrant beneficially owned by such Holder or any of its AffiliatesAffiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 63.3.10, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 3.3.10 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any AffiliatesAffiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any AffiliatesAffiliates and Attribution Parties) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 63.3.10, in determining the number of outstanding shares of Common Stock, a 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 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 3.3.10 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a the Holder and its Affiliates shall include the number of shares affiliates and any other Persons whose beneficial ownership of Common Stock issuable upon exercise of the 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 exercise of aggregated with the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated 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), it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) does not exceed 4.99% of the Exchange Act total number of issued and outstanding shares of Common Stock (including for such Holder is solely responsible for any schedules required to be filed in accordance therewithpurpose the shares of Common Stock issuable upon such exercise). To the extent that the limitation contained in this Section 6 appliesFor such purposes, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes Each delivery of an Exercise Notice by the Holder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 6, in determining and determined that issuance of the full number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as reflected provided below, 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 (A) compliance with such limitation; provided, that, if, as of 5:30 p.m., New York City time, on the Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s most recent periodic or annual report filed with the 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 the Company’s transfer agent setting forth obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock outstandingwhich 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 Fundamental Transaction as contemplated in Section 9 of this Warrant. The By written notice to the Company, which will not be effective until the 61st day after such notice is delivered to the Company, the Holder may waive the provisions of this Section 6 shall be construed to change the beneficial ownership limitation to 9.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant, and implemented in a manner otherwise than in strict conformity with the terms provisions of this Section 6 11 shall continue to correct this subsection (or any portion hereof) which may be defective or inconsistent with apply. Upon such a change by a Holder of the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect from such 4.99% limitation to such 9.9% limitation. The limitations contained in this paragraph shall apply to a successor , the beneficial ownership limitation may not be further waived by such Holder.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include 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% 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 the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 6, in determining and determined that issuance of the full number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as reflected provided below, 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 (A) compliance with such limitation; provided, that, if, as of 4:30 p.m., prevailing New York time, on the Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s most recent periodic or annual report filed with the 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 the Company’s transfer agent setting forth obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock outstanding. The provisions 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 Fundamental Transaction as contemplated in Section 9 of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderWarrant.

Limitations on Exercise. Neither Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any the exercise of any portion of a Warrant, and no the Holder shall not have the right to exercise any portion of a Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), Attribution Parties collectively would beneficially own in excess of 4.99% [4.99][9.99]% (the “Maximum Percentage”) of the Company’s number of shares of Common StockStock 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 a the Holder and its Affiliates the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrant Warrants with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised unexercised portion of any Warrant the Warrants beneficially owned by such the Holder or any of its Affiliatesthe other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10. Except as set forth in the preceding sentence, for For purposes of this Section 63.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6the Warrants, in determining the number of outstanding shares of Common StockStock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or annual report filed other public filing with the CommissionSecurities and Exchange Commission (the “SEC”), as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of the Warrants results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. 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 9.99% or such higher percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of 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 Warrants in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 3.3.10 to the extent necessary to correct this subsection (paragraph or any portion hereof) of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 3.3.10 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor Holderholder of the Warrants.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a the Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of such exercise) (the Warrant with respect to which “Maximum Percentage”). For such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes Each delivery of an Exercise Notice by the Holder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 6, in determining and determined that issuance of the full number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as reflected provided below, 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 (A) compliance with such limitation; provided, that, if, as of 5:30 p.m., prevailing New York time, on the Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s most recent periodic or annual report filed with the 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 the Company’s transfer agent setting forth obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock outstandingwhich 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 Fundamental Transaction as contemplated in Section 9 of this Warrant. The By written notice to the Company, the Holder may waive the provisions of this Section 6 but any such waiver will not be effective until the 61st day after such notice is delivered to the Company, nor will any such waiver effect any other Holder. This provision shall be construed and implemented 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 manner otherwise than Fundamental Transaction as contemplated in strict conformity with the terms Section 9 of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderWarrant.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include 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% 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 the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes To the extent that the limitation contained in this Section 11 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Section 6Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in determining each case subject the number of outstanding shares of Common Stocklimitation contained in this Section 11, a 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 Commission, as the case may be, (B) a more recent public announcement by and the Company shall have no obligation to verify or (C) a more recent written notice by confirm the Company or the Company’s transfer agent setting forth accuracy of such determination. This provision shall not restrict the number of shares of Common Stock outstandingwhich 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 Fundamental Transaction as contemplated in Section 9 of this Warrant. The provisions This restriction may not be waived. Notwithstanding anything to the contrary contained in this Warrant, (a) no term of this Section 6 shall may be construed and implemented in a manner otherwise than in strict conformity waived by any party, nor amended such that the threshold percentage of ownership would be directly or indirectly increased, (b) this restriction runs with the terms Warrant and may not be modified or waived by any subsequent holder hereof and (c) any attempted waiver, modification or amendment of this Section 6 to correct this subsection (or any portion hereof) which may will be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holdervoid ab initio.

Limitations on Exercise. Neither a. Notwithstanding anything to the contrary contained in the Warrant, the Warrant Agent nor shall not be exercisable by the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, hereof to the extent that after giving effect (but only to the issuance of shares of Common Stock after exercise as set forth on extent) that, if exercisable by the applicable Election to PurchaseHolder, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), its affiliates would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the Company’s then issued and outstanding shares of Common Stock. For purposes To the extent the above limitation applies, the determination of whether the Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities owned by the Holder) and of which warrants shall be exercisable (as among all warrants owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the foregoing sentencefirst submission to the Company for conversion, exercise or exchange (as the number of shares of Common Stock beneficially owned by a Holder and its Affiliates case may be). No prior inability to exercise the Warrant pursuant to this Section 5(a) shall include have any effect on the number of shares of Common Stock issuable upon exercise applicability of the Warrant provisions of this Section 5(a) with respect to which such any subsequent determination is being made, but shall exclude of exercisability. For the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 65(a), beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be calculated determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunderamended, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a 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 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 5(a) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 5(a) to correct this subsection Section 5(a) (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph Section 5(a) shall apply to a successor Holder of the Warrant. For purposes of the Warrant, in determining the number of issued and outstanding shares of Common Stock, the Holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (i) the Company’s most recent Form 10-K (or Form 10-KSB), Form 10-Q (or Form 10-QSB), Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (as the case may be), (ii) a more recent public announcement by the Company, or (iii) any other notice by the Company setting forth the number of shares of Common Stock issued and outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within three (3) business days confirm orally and in writing to the Holder the number of shares of Common Stock then issued and outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to the Warrant.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the 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 exercise of the remaining, nonexercised portion of any Warrant then beneficially owned by such Holder or and its Affiliates and any other Persons whose beneficial ownership of its Affiliates. Except as set forth in Common Stock would be aggregated with the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and ), does not exceed 9.999% (the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d“Maximum Percentage”) of the Exchange Act total number of issued and outstanding shares of Common Stock (including for such Holder is solely responsible for any schedules required to be filed in accordance therewithpurpose the shares of Common Stock issuable upon such exercise). To the extent that the limitation contained in this Section 6 appliesFor such purposes, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes Each delivery of a notice of exercise hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 6, in determining and determined that issuance of the full number of outstanding shares Warrant Shares requested in such notice of Common Stock, a Holder may rely on the number of outstanding exercise is permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as reflected provided below, 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 (A) compliance with such limitation; provided, that, if, as of the Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s most recent periodic or annual report filed with the 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 the Company’s transfer agent setting forth obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock outstanding. The provisions 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 reorganization, reclassification, merger, consolidation or disposition of assets as contemplated in Section 12 of this Section 6 shall Warrant. This restriction may not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderwaived.

Limitations on Exercise. Neither the The Warrant Agent nor the Company shall not effect any exercise of any this Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, the Warrant to the extent that after giving effect to the such issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchaseexercise notice, such Holder the registered holder (together with such Holderthe registered holder’s Affiliates (as defined in Rule 405 under the Securities Act)affiliates, and any other persons acting as a group together with such Holder the registered holder or any of such Holderthe registered holder’s Affiliatesaffiliates), would beneficially own in excess of 4.99% of the Company’s Common StockBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon exercise of the 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 any the Warrant beneficially owned by such Holder the registered holder or any of its Affiliatesaffiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the registered holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 63.3.10, beneficial ownership shall be calculated 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, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is not representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 3.3.10 applies, the determination of whether a the Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliatesaffiliates) and of which portion of a the Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase exercise notice shall be deemed to be such Holderthe registered holder’s determination of whether such the Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliatesaffiliates) and of which portion of a the Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and neither the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, 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. For purposes of this Section 63.3.10, in determining the number of outstanding shares of Common Stock, a Holder registered 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 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a registered holder, the Company shall within two Trading Days confirm orally and in writing to the registered holder the number of shares of Common Stock then outstanding as established by (A), (B) or (C) above, as applicable. 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 Warrant, by the registered 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 the Warrant. The registered holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.10, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the Warrant held by the registered holder and the provisions of this Section 3.3.10 shall continue to apply. Any such increase will not be effective until the 61st day after such notice is delivered to the Company and shall only be effective with respect to such registered holder. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 3.3.10 to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of the Warrant.

Limitations on Exercise. Neither the Warrant Agent nor the The Company shall not, and shall not instruct the Transfer Agent to, effect any exercise of any Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder the registered holder (together with such Holderregistered holder’s Affiliates (as defined in Rule 405 under the Securities ActAct of 1933), and any other persons acting as a group together with such Holder the registered holder or any of such Holderthe registered holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the 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 exercise of the remaining, nonexercised non-exercised portion of any Warrant beneficially owned by such Holder the registered holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated 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, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase shall be deemed to be such Holderthe registered holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderthe registered holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder registered 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of a Warrant.

Limitations on Exercise. Neither (i) Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any the exercise of any portion of this Warrant, and no the Holder shall not have the right to exercise any portion of a this Warrant, and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), Attribution Parties collectively would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. Notwithstanding anything to the contrary set forth herein, by written notice to the Company, the Holder may, in its sole discretion, increase or decrease the Maximum Percentage to any other percentage not in excess of 19.999% of the Common Stock of the Company issued and outstanding on November 15, 2021 (when taken together with any shares issued pursuant to the Second Lien Agreement (as defined in the Credit Agreement), unless the Company’s Common Stockshareholders shall have approved the issuance of the Monroe Supporting Shares (as defined in the Credit Agreement) and the transactions contemplated by this Warrant) specified in such notice and such percentage will be deemed the new Maximum Percentage for all purposes under this Warrant; provided, that any such increase will not be effective until the 61st day after such notice is delivered to the Company. For purposes of the foregoing sentencepreceding sentences, the aggregate number of shares of Common Stock beneficially owned by a the Holder and its Affiliates the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised unexercised portion of any this Warrant beneficially owned by such the Holder or any of its Affiliatesthe other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including other warrants issued concurrently herewith) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 1(d). Except as set forth in the preceding sentence, for For purposes of this Section 61(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Stock the Holder may rely on acquire upon the number exercise of outstanding this Warrant without exceeding the Maximum Percentage, there were 41,970,915 shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commissionissued and outstanding on November 15, 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder2021.

Limitations on Exercise. Neither Notwithstanding anything to the Warrant Agent nor contrary herein, the Company shall not effect any the exercise of any this Warrant, and no the Holder shall not have the right to exercise any portion of a this Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchasesuch exercise, such Holder Person (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such HolderPerson’s Affiliates), ) would beneficially own in excess of 4.999.9% (the “Maximum Percentage”) of the Company’s shares of Common StockStock 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 a Holder such Person and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised portion of any this Warrant beneficially owned by such Holder 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 AffiliatesAffiliates (including, without limitation, any convertible notes or convertible shares, options or warrants) that is 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 6paragraph, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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 thereunderamended. For purposes of this Section 6Warrant, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in the most recent of (A1) the Company’s most recent periodic Form 10-Q, Form 10-K or annual report filed other public filing with the Securities and Exchange Commission, as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent written any other notice by the Company or the Company’s its 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) Trading 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 increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder. The provisions of this Section 6 paragraph shall be construed construed, corrected and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 so as to correct this subsection (or any portion hereof) which may be defective or inconsistent with effectuate the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitationcontained. The limitations contained in this paragraph shall apply to a any successor HolderHolder of this Warrant.

Limitations on Exercise. Neither the Warrant Agent nor the The Company shall effect any not affect the exercise of any portion of this Warrant, and no the Holder shall not have the right to exercise any portion of a this Warrant, to the extent that after giving effect to such exercise, the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such the Holder’s Affiliates (as defined in Rule 405 under the Securities Act)Affiliates, and any other persons acting as a group together with such the Holder or any of such Holder’s Affiliates), ) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Company’s Common StockStock 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 a the Holder and its Affiliates Affiliates, and any persons acting as a group together with the Holder and the Holder’s Affiliates, shall include the number of shares of Common Stock issuable upon exercise of the Warrant Shares with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock Warrant Shares which would be issuable upon (i) exercise of the remaining, nonexercised unexercised portion of any this Warrant beneficially owned by such the Holder or any of and its Affiliates, and any persons acting as a group together with the Holder and the Holder’s Affiliates, and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder and its Affiliates, and any persons acting as a group together with the Holder and the Holder’s Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 6paragraph, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the ). The Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely shall not be responsible for any schedules required to be filed calculating beneficial ownership in accordance therewithwith the provisions of this Section 11. To the extent that the limitation contained in this Section 6 11 applies, the Holder’s submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether a this Warrant is exercisable (in relation to any other securities owned by a the Holder together with any Affiliates, and any persons acting as a group together with the Holder and the Holder’s Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a this Warrant is exercisable, in each case subject to the Maximum Percentage, and neither the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, 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. For purposes of this Section 6Warrant, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in the most recent of (A1) the Company’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C2) a more recent written public announcement by the Company, or (3) any other notice by the Company or the Company’s its transfer agent setting forth the number of shares of Common Stock outstanding. The For any reason at any time, upon the written or oral request of the Holder, the Company shall within three (3) Trading Days confirm to the Registered 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, and any persons acting as a group together with the Holder and the Holder’s 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 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant and the provisions of this Section 6 11 shall continue to apply; provided that (y) any such increase will not be effective until the [sixty-first (61st)] day after such notice is delivered to the Company, and (z) any such increase or decrease will apply only to the Holder. For purposes of clarity, the Common Stock underlying this Warrant in excess of the Maximum Percentage for the Holder shall not be deemed to be beneficially owned by that Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. The provisions set forth herein shall be construed and implemented in a manner otherwise than in strict conformity with the other terms of this Section 6 11 to the extent necessary to correct this subsection (or any portion hereof) such provision which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder.

Limitations on Exercise. Neither the Warrant Agent nor the The Company shall not effect any exercise of any this Warrant, and no a Holder shall not have the right to exercise any portion of a this Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to PurchaseNotice of Exercise, such the Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities ActAct of 1933), and any other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common StockStock (the percentage limitation, the “Beneficial Ownership Limitation”). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the 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 exercise of the remaining, nonexercised non-exercised portion of any Warrant beneficially owned by such the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 65, beneficial ownership shall be calculated 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, it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 5 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a the Holder together with any Affiliates) and of which portion of a this Warrant is exercisable shall be in the sole discretion of a the Holder, and the submission of an Election to Purchase a Notice of Exercise shall be deemed to be such the Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such the Holder together with any Affiliates) and of which portion of a this Warrant is exercisable, and neither the Warrant Agent nor the Company shall not have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such the Holder. In addition, 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. For purposes of this Section 65, in determining the number of outstanding shares of Common Stock, a 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 5 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 5 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 5. In the event of a Holder’s election to increase the Beneficial Ownership Limitation, such increase will not be effective until the 61st day after such notice is delivered to the Company. The limitations contained in this Section 5 shall apply to a successor holder of this Warrant. The limitations contained in this paragraph shall apply to a successor Holderholder of this Warrant.

Limitations on Exercise. Neither Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any the exercise of any portion of this Warrant, and no the Holder shall not have the right to exercise any portion of a this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), Attribution Parties collectively 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. Notwithstanding anything to the contrary set forth herein, by written notice to the Company’s Common Stock, the Holder may, in its sole discretion, increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice and such percentage will be deemed the new Maximum Percentage for all purposes under this Warrant; provided, that any such increase will not be effective until the 61st day after such notice is delivered to the Company. For purposes of the foregoing sentencepreceding sentences, the aggregate number of shares of Common Stock beneficially owned by a the Holder and its Affiliates the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised unexercised portion of any this Warrant beneficially owned by such the Holder or any of its Affiliatesthe other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including other warrants issued concurrently herewith) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 1(f). Except as set forth in the preceding sentence, for For purposes of this Section 61(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common StockStock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the CommissionSecurities and Exchange Commission (the “SEC”), as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company or the Company’s transfer agent Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 1(f) to the extent necessary to correct this subsection (paragraph or any portion hereof) of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor Holderholder of this Warrant.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no a Registered Holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such the Registered Holder (together with such Registered Holder’s Affiliates “Affiliates” (as defined in Rule 405 under the The Securities ActAct of 1933), and any other persons acting as a group together with such the Registered Holder or any of such the Registered Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a the Registered Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such the Registered Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated 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, it being acknowledged by each the Registered Holder that neither the Warrant Agent nor the Company is representing to such the Registered Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such the Registered Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a the Registered Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a the Registered Holder, and the submission of an Election to Purchase shall be deemed to be such the Registered Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such the Registered Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such the Registered Holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Registered 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of a Warrant.

Limitations on Exercise. Neither (a) Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any exercise of any this Warrant, and no the Holder shall have the right not be entitled to exercise this Warrant for a number of the Warrant Shares in excess of that number of the Warrant Shares which, upon giving effect or immediately prior to such exercise, would cause (i) the aggregate number of shares of the Common Stock beneficially owned by the Holder, its Affiliates and any portion other Persons whose beneficial ownership of a the Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed 4.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares of the Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of the Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed 4.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of this Warrant, in determining the number of outstanding shares of the Common Stock, the Holder may rely on the number of outstanding shares of the Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, filed with the Commission prior to the extent that date hereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Transfer Agent setting forth the number of shares of the Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Trading Days confirm in writing or by electronic mail to the Holder the number of shares of the Common Stock then outstanding. In any case, the number of outstanding shares of the Common Stock shall be determined after giving effect to the issuance conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding shares of the Common Stock after exercise as set forth on was reported. By written notice to the applicable Election Company, the Holder may from time to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under time increase or decrease the Securities Act), and Maximum Percentage to any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own percentage specified not in excess of 4.9919.99% of 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’s Common Stock. For purposes of the foregoing sentencethis Section 11(a), the aggregate number of shares of the Common Stock or voting securities beneficially owned by a the Holder and its Affiliates and any other Persons whose beneficial ownership of the Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act shall include the number of shares of the Common Stock issuable upon the exercise of the this Warrant with respect to which such determination is being made, but shall exclude the number of shares of the Common Stock which would be issuable upon (x) exercise of the remainingremaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, nonexercised non-converted or non-cancelled portion of any Warrant other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time shares of the Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of the Common Stock), is subject to a limitation on conversion or exercise analogous to the limitation contained herein and is beneficially owned by such the Holder or any of its Affiliates. Except as set forth in Affiliates and other Persons whose beneficial ownership of the preceding sentence, Common Stock would be aggregated with the Holder’s for purposes of this Section 6, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a 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 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderAct.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 6, in determining 11(a) and determined that issuance of the full number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding Warrant Shares requested in such Exercise Notice is permitted under this Section 11(a). The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section 11(a) shall be suspended (and, except as reflected provided below, 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 (A) compliance with such limitation; provided, that, if, as of 5:00 p.m., New York City time, on the Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s most recent periodic or annual report filed with the 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 the Company’s transfer agent setting forth obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock outstandingthat 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 Fundamental Transaction as contemplated in Section 9 hereof. The By written notice to the Company, the Holder may waive the provisions of this Section 6 11(a) but any such waiver will not be effective until the 61st day after such notice is delivered to the Company, nor will any such waiver effect any other Holder. This provision shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall not apply to a successor HolderHolders who, together with Affiliates, as of the Closing Date beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) in excess of 5% of the total number of issued and outstanding shares of Common Stock.

Limitations on Exercise. Neither Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any the exercise of any portion of a Warrant, and no the Holder shall not have the right to exercise any portion of a Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), Attribution Parties collectively would beneficially own in excess of 4.99% [4.99][9.99]% (the “Maximum Percentage”) of the Company’s number of shares of Common StockStock 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 a the Holder and its Affiliates the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrant Warrants with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised unexercised portion of any Warrant the Warrants beneficially owned by such the Holder or any of its Affiliatesthe other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10. Except as set forth in the preceding sentence, for For purposes of this Section 63.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6the Warrants, in determining the number of outstanding shares of Common StockStock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or annual report filed other public filing with the CommissionSEC, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of the Warrants results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. 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 9.99% or such higher percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of 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 Warrants in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 3.3.10 to the extent necessary to correct this subsection (paragraph or any portion hereof) of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 3.3.10 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor Holderholder of the Warrants.

Limitations on Exercise. Neither the Warrant Agent nor the The Company shall not effect any the exercise of any WarrantRights, and no the Holder shall not have the right to exercise any portion of a Warrantany Rights pursuant to the terms and conditions of this Agreement and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates the other Attribution Parties (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), below) collectively would beneficially own in excess of 4.999.99% (the “Beneficial Ownership Limitation”) of the Company’s shares of Common StockStock 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 a the Holder and its Affiliates the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrant Rights issued hereunder with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of any Warrant the Rights beneficially owned by such the Holder or any of its Affiliatesthe other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4.8. Except as set forth in the preceding sentence, for For purposes of this Section 6, 4.8 beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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). For purposes of this Section 6, in determining the number of outstanding shares of Common StockStock the Holder may acquire upon the exercise of the Rights without exceeding the Beneficial Ownership Limitation, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the CommissionSEC, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company or the Company’s transfer agent Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Notice of Issuance from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Issuance would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 4.8, to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Notice of Issuance. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Rights, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of the Rights results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Rights 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 Rights hereunder in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise any Rights pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 4.8 to the extent necessary to correct this subsection paragraph (or any portion hereofof this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 4.8 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of Rights. For the purpose of this Agreement: (x) “Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the Closing Date, directly or indirectly managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Beneficial Ownership Limitation, (y) “Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder and (z) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

Limitations on Exercise. Neither Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any the exercise of any portion of a Warrant, and no the Holder shall not have the right to exercise any portion of a Warrant, pursuant to the terms and conditions of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), Attribution Parties collectively would beneficially own in excess of 4.99% 4.99 (the “Maximum Percentage”) of the Company’s number of shares of Common StockStock 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 a the Holder and its Affiliates the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrant Warrants with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised unexercised portion of any Warrant the Warrants beneficially owned by such the Holder or any of its Affiliatesthe other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.3.10. Except as set forth in the preceding sentence, for For purposes of this Section 63.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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). For purposes of this Section 6the Warrants, in determining the number of outstanding shares of Common StockStock the Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or annual report filed other public filing with the CommissionSecurities and Exchange Commission (the “SEC”), as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of the Warrants results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. 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 4.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of 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 Warrants in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 3.3.10 to the extent necessary to correct this subsection (paragraph or any portion hereof) of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 3.3.10 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor Holderholder of the Warrants.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Securities that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include 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% 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 the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes To the extent that the limitation contained in this Section 11 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Section 6Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in determining each case subject the number of outstanding shares of Common Stocklimitation contained in this Section 11, a 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 Commission, as the case may be, (B) a more recent public announcement by and the Company shall have no obligation to verify or (C) a more recent written notice by confirm the Company or the Company’s transfer agent setting forth accuracy of such determination. This provision shall not restrict the number of shares of Common Stock outstandingwhich 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 Fundamental Transaction as contemplated in Section 9 of this Warrant. The provisions This restriction may not be waived. Notwithstanding anything to the contrary contained in this Warrant, (a) no term of this Section 6 shall may be construed and implemented in a manner otherwise than in strict conformity waived by any party, nor amended such that the threshold percentage of ownership would be directly or indirectly increased, (b) this restriction runs with the terms Warrant and may not be modified or waived by any subsequent holder hereof and (c) any attempted waiver, modification or amendment of this Section 6 to correct this subsection (or any portion hereof) which may will be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holdervoid ab initio.

Limitations on Exercise. Neither the Warrant Agent nor the The Company shall not effect any exercise of any this Warrant, and no a Holder shall not have the right to exercise any portion of a this Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to PurchaseNotice of Exercise, such the Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities ActAct of 1933), and any other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the 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 exercise of the remaining, nonexercised non-exercised portion of any Warrant beneficially owned by such the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 65, beneficial ownership shall be calculated 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, it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 5 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a the Holder together with any Affiliates) and of which portion of a this Warrant is exercisable shall be in the sole discretion of a the Holder, and the submission of an Election to Purchase a Notice of Exercise shall be deemed to be such the Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such the Holder together with any Affiliates) and of which portion of a this Warrant is exercisable, and neither the Warrant Agent nor the Company shall not have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such the Holder. In addition, 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. For purposes of this Section 65, in determining the number of outstanding shares of Common Stock, a 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 5 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 5 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of this Warrant.

Limitations on Exercise. Neither Subject to the Warrant Agent nor last sentence of this Subsection 1(e), the Company shall not effect any the exercise of any this Warrant, and no the Registered Holder shall not have the right to exercise any portion of a this Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchasesuch exercise, such Registered Holder (together with such Registered Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons Persons acting as a group together with such Holder or any of such Holder’s Affiliates), together) would beneficially own in excess of 4.999.999% (the “Maximum Percentage”) of the Company’s shares of Common StockStock 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 a Holder such Person and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised portion of any this Warrant beneficially owned by such Holder Person and its Affiliates and (ii) exercise or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) conversion of the Securities Exchange Act unexercised or unconverted portion of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor any other securities of the Company is representing beneficially owned by such Person and its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required a limitation on conversion or exercise analogous to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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 thereunderherein. For purposes of this Section 6Warrant, in determining the number of outstanding shares of Common Stock, a the Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (A1) the Company’s most recent periodic Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Securities and Exchange Commission, as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent written any other notice by the Company or the Company’s 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 Registered Holder, where such request indicates that it is being made pursuant to this Warrant, the Company shall within one (1) Trading Day confirm orally and in writing to the Registered 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 Registered Holder and its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. Upon delivery of a written notice to the Company, the Registered Holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that in no event shall such Maximum Percentage be increased to more than 19.99%; provided, further, that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Registered Holder and not to any other holder of Warrants. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Registered Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 Subsection 1(e) to the extent necessary to correct this subsection (paragraph or any portion hereof) of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained set forth in this paragraph Subsection 1(e) shall not apply to exercises of this Warrant that occur prior to and expressly in connection with the Company’s consummation of a successor HolderFundamental Transaction.

Limitations on Exercise. Neither The Company shall not, and shall not instruct the Warrant Agent nor the Company shall to, effect any exercise of any Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder the registered holder (together with such Holderregistered holder’s Affiliates (as defined in Rule 405 under the The Securities ActAct of 1933), and any other persons acting as a group together with such Holder the registered holder or any of such Holderthe registered holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder the registered holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated 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, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase shall be deemed to be such Holderthe registered holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderthe registered holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a Holder registered 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of a Warrant.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, Warrant to the extent that after giving effect to the issuance of shares of Common Stock Warrant Shares after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates affiliates (as defined in Rule 405 under the Securities Act), and any other persons person or entity acting as a group together with such Holder or any of such Holder’s Affiliatesaffiliates (each an “Attribution Party”)), would beneficially own in excess of 4.99% of the Company’s Common StockBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder and its Affiliates and its Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of the 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 any this Warrant beneficially owned by such Holder or any of its AffiliatesAffiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 63.3.11, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 3.3.11 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any AffiliatesAffiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any AffiliatesAffiliates and Attribution Parties) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 63.3.11, in determining the number of outstanding shares of Common Stock, a 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 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 3.3.11 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a the Holder and its Affiliates shall include the number of shares affiliates and any other Persons whose beneficial ownership of Common Stock issuable upon exercise of the 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 exercise of aggregated with the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated 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), it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) does not exceed 4.99% of the Exchange Act total number of issued and outstanding shares of Common Stock (including for such Holder is solely responsible for any schedules required to be filed in accordance therewithpurpose the shares of Common Stock issuable upon such exercise). To the extent that the limitation contained in this Section 6 appliesFor such purposes, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, a determination as to any group status as contemplated above beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes Each delivery of an Exercise Notice by the Holder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 6, in determining and determined that issuance of the full number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as reflected in (Aprovided below, shall not terminate or expire notwithstanding any contrary provisions hereof) the Company’s most recent periodic or annual report filed with the Commissionuntil such time, if any, as such shares of Common Stock may be issued in compliance with such limitation and in no event later than 5:00 p.m., New York City time, on the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth Expiration Date. This provision shall not restrict the number of shares of Common Stock outstandingwhich 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 Fundamental Transaction as contemplated in Section 9 of this Warrant. The By written notice to the Company, which will not be effective until the 61st day after such notice is delivered to the Company, the Holder may waive the provisions of this Section 6 shall be construed but only to change the beneficial ownership limitation to 9.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant, and implemented in a manner otherwise than in strict conformity with the terms provisions of this Section 6 11 shall continue to correct this subsection (or any portion hereof) which may be defective or inconsistent with apply. Upon such a change by a Holder of the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect from such 4.99% limitation to such 9.9% limitation. The limitations contained in this paragraph shall apply to a successor , the beneficial ownership limitation may not be further waived by such Holder.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to ensure that, following such exercise (or other issuance), the issuance total number of shares of Common Stock after exercise as set forth on then beneficially owned by the applicable Election to Purchase, such Holder (together with such Holder’s and its Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together Persons whose beneficial ownership of Common Stock would be aggregated with such Holder or any of such the Holder’s Affiliates)for purposes of Section 13(d) of the Exchange Act, would beneficially own in excess of does not exceed 4.99% (or, in the case of PDL BioPharma, Inc. only, 19.99%, until the Stockholder Approval has been obtained) (the “Maximum Percentage”) of the Company’s total number of then issued and outstanding shares of Common StockStock (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 a the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised portion of any 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 the Holder and its Affiliates (including, without limitation, any convertible notes or any convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein; provided that in no event shall the aggregate number of shares beneficially owned by the Holder and its Affiliates, calculated in accordance with Section 13(d) of the Exchange Act, exceed 9.99% (or, in the case of PDL BioPharma, Inc. only, 19.99%, until the Stockholder Approval has been obtained). Except as set forth in the preceding sentencesentence (other than the proviso thereto), for purposes of this Section 6paragraph (including the proviso in the immediately preceding sentence), beneficial ownership shall be calculated 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, ; it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 11 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliatessuch Holder) and of which a portion of a this Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase a Notice of Exercise shall be deemed to be such the Holder’s determination of whether such this Warrant is exercisable (in relation to other securities owned by such Holder together with any AffiliatesHolder) and of which portion of a this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and neither the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, 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. For purposes of this Section 611, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent written any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Trading Days confirm in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares 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% (other than in the case of PDL BioPharma, Inc., as to which there shall be no Maximum Percentage following the Stockholder Approval) specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. The provisions of this paragraph shall not apply to (i) the Holder if the aggregate number of shares beneficially owned by the Holder and its Affiliates, calculated in accordance with Section 6 13(d) of the Exchange Act, exceed 19.99% immediately prior to the Closing or (ii) PDL BioPharma, Inc. following the Stockholder Approval. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 12 to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a the Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of then issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunderexercise), it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 11 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliatessuch Holder) and of which a portion of a this Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase a Notice of Exercise shall be deemed to be such the Holder’s determination of whether such this Warrant is exercisable (in relation to other securities owned by such Holder together with any AffiliatesHolder) and of which portion of a this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and neither the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, 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. For purposes of this Section 611, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent written any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. The Upon the written request of the Holder, the Company shall within three (3) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. 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 Fundamental Transaction as contemplated in Section 9 of this Warrant. By written notice to the Company, which will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, the Holder may waive the provisions of this Section 6 shall be construed 11 (but such waiver will not affect any other holder) to change the beneficial ownership limitation to 9.999% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant, and implemented in a manner otherwise than in strict conformity with the terms provisions of this Section 6 11 shall continue to correct this subsection (or any portion hereof) which may be defective or inconsistent with apply. Upon such a change by a Holder of the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect from such 4.999% limitation to such 9.999% limitation. The limitations contained in this paragraph shall apply to a successor , the beneficial ownership limitation may not be further waived by such Holder.

Limitations on Exercise. Neither the Warrant Agent nor the The Company shall not effect any exercise of any Warrant, this Warrant and no Holder the Warrantholder shall not have the right to exercise any portion of a Warrant, this Warrant or to the extent that after giving effect to such exercise, the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchaseholder, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates)affiliate thereof, would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except (as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes ) in excess of this Section 6, in determining 4.99% (the number “Maximum Percentage”) of outstanding shares of Common Stock, a 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 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstandingoutstanding immediately after giving effect to such exercise. The provisions Since the Warrantholder will not be obligated to report to the Company the number of this Section 6 shall be construed and implemented shares of Common Stock it may hold at the time of an exercise hereunder, unless the exercise at issue would result in a manner otherwise than the issuance of shares of Common Stock in strict conformity with excess of 4.99% of the terms then outstanding shares of this Section 6 Common Stock without regard to correct this subsection (or any portion hereof) other shares which may be defective beneficially owned by the Warrantholder or inconsistent with an affiliate thereof, the intended beneficial ownership limitation herein contained or Warrantholder shall have the authority and obligation to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations determine whether the restriction contained in this paragraph Section will limit any particular exercise and to the extent that the Warrantholder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of this Warrant is exercisable shall apply be the responsibility and obligation of the Warrantholder. If the Warrantholder has delivered an Exercise Notice for a portion of this Warrant that, without regard to a successor Holderany other shares that the Warrantholder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Warrantholder of this fact and shall honor the exercise for the maximum principal amount permitted to be exercised on such exercise date in accordance with Section I and, any principal amount tendered for exercise in excess of the permitted amount hereunder shall remain outstanding under this Warrant. By written notice to the Company, the Warrantholder may (but only as to itself and not to any other holder) from time to time increase the Maximum Percentage to any other percentage not in excess of 9.99% 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. Upon request of the Company, the Warrantholder shall promptly advise the Company as to the number of shares of Common stock then owned by the Warrantholder.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, Notwithstanding anything to the extent that after giving effect to contrary contained herein, the issuance number of Warrant Shares (or shares of Common Stock after into which this Warrant becomes exercisable pursuant to Section 9(f)) that may be acquired by the Holder upon any exercise as set forth on of this Warrant (or otherwise in respect hereof) shall be limited to the applicable Election extent necessary to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under ensure that the Securities Act), and any other persons acting as a group together with such Holder or any issuance of such Holder’s AffiliatesWarrant Shares (or shares of Common Stock into which this Warrant becomes exercisable pursuant to Section 9(f)) upon exercise (or other issuance), would beneficially own not (i) cause or result in excess such Holder and its Affiliates, collectively, being deemed to own, control or have the power to vote or dispose of 4.99securities which would represent more than 9.99% of the voting securities of any class or series of the Company’s Common Stock. For purposes capital stock outstanding at such time (excluding for the purpose of this calculation any reduction in ownership resulting from sales, transfers or other dispositions by such Holder of voting securities of the foregoing sentenceCorporation), the number of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by (ii) otherwise cause such Holder or any of its Affiliates. Except as set forth in Affiliates to be required to file a notice or application for approval under the preceding sentenceBHC Act, for purposes the CIBC Act or any similar state or federal statute or (iii) require such Holder or any of its Affiliates to obtain the prior approval of any bank regulator (collectively, the “Ownership Limit”); provided, further, that any Warrant Shares that would otherwise be issued to the Holder upon exercise of this Section 6Warrant, beneficial ownership shall but cannot be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing issued to such Holder at the time of exercise as a result of the Ownership Limit, shall thereafter be issued to such Holder on the first date on which such issuance would not cause or result in a violation of the Ownership Limit, and, provided further, that such calculation is in compliance with Section 13(d) of the 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 restriction on exercise as provided in this Section 6 applies, the determination of whether a Warrant is exercisable 11 shall not apply to (in relation to other securities owned by x) a Holder together with that has obtained all consents, permits, approvals, registrations and waivers of any Affiliates) and of governmental authority which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by are necessary or advisable for such Holder together with to exceed the Ownership Limit or (y) any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor bank holding company controlling the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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 thereunderdate hereof. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a 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 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 the Company’s transfer agent setting forth This provision shall not restrict the number of shares of Common Series B Preferred Stock outstanding. The provisions 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 Fundamental Transaction as contemplated in Section 9 of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderWarrant.

Limitations on Exercise. Neither the The Warrant Agent nor the Company shall not effect any exercise of any this Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, this Warrant to the extent that after giving effect to the such issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchaseexercise notice, such Holder the registered holder (together with such Holderthe registered holder’s Affiliates (as defined in Rule 405 under the Securities Act)affiliates, and any other persons acting as a group together with such Holder the registered holder or any of such Holderthe registered holder’s Affiliatesaffiliates), would beneficially own in excess of 4.99% of the Company’s Common StockBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon exercise of the 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 any this Warrant beneficially owned by such Holder the registered holder or any of its Affiliatesaffiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the registered holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 63.3.10, beneficial ownership shall be calculated 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, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is not representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 3.3.10 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliatesaffiliates) and of which portion of a this Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase exercise notice shall be deemed to be such Holderthe registered holder’s determination of whether such this Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliatesaffiliates) and of which portion of a this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and neither the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, 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. For purposes of this Section 63.3.10, in determining the number of outstanding shares of Common Stock, a Holder registered 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 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 the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a registered holder, the Company shall within two Trading Days confirm orally and in writing to the registered holder the number of shares of Common Stock then outstanding as established by (A), (B) or (C) above, as applicable. 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 registered 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 registered holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.10, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the registered holder and the provisions of this Section 3.3.10 shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company and shall only be effective with respect to such registered holder. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 3.3.10 to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of this Warrant.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a the Holder and its Affiliates shall include the number of shares and any other Persons whose beneficial ownership of Common Stock issuable upon exercise of the 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 exercise of aggregated with the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ), does not exceed 4.99% of the total number of then issued and outstanding shares of Common Stock (including for such purpose the rules and regulations promulgated thereundershares of Common Stock issuable upon such exercise), it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder 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 6 11(a) applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a such Holder together with any and its Affiliates) and of which a portion of a this Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase a Notice of Exercise shall be deemed to be such the Holder’s determination of whether such this Warrant is exercisable (in relation to other securities owned by such Holder together with any and its Affiliates) and of which portion of a this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and neither the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, a determination under this Section 11(a) as to any group status as contemplated above shall be determined by the Holder in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 611(a), in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, (By) a more recent public announcement by the Company that contains such number of shares or (Cz) a more recent written any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. The Upon the written request of the Holder, the Company shall within three (3) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. By written notice to the Company, which will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, the Holder may waive the provisions of this Section 6 11(a) (but such waiver will not affect any other holder) to change the beneficial ownership limitation to such percentage of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant as the Holder shall be construed determine, in its sole discretion, and implemented in a manner otherwise than in strict conformity with the terms provisions of this Section 6 11(a) shall continue to correct this subsection (or any portion hereof) which may be defective or inconsistent with apply. Upon such a change by a Holder of the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect from such 4.99% limitation to such other percentage limitation, the beneficial ownership limitation may not be further waived by such Holder without first providing the minimum notice required by this Section 11(a). The limitations contained in this paragraph shall apply Notwithstanding the foregoing, at any time following notice of a Fundamental Transaction under Section 9(g)(ii) with respect to a successor HolderSection 9(c)(iii) Fundamental Transaction, the Holder may waive and/or change the beneficial ownership limitation effective immediately upon written notice to the Company and may reinstitute a beneficial ownership limitation at any time thereafter effective immediately upon written notice to the Company.

Limitations on Exercise. Neither Unless a holder advises the Warrant Agent nor Representative in writing that it elects not to be subject to the Company terms of this Section 3.3.12 at the time it acquires Warrants from an Underwriter, a holder shall effect any exercise of any Warrant, and no Holder shall not have the right to exercise any portion of a Warrant, its Warrants (or otherwise be issued shares of Common Stock in respect of the Warrants) to the extent that that, after giving effect to the such issuance of shares of Common Stock after exercise as set forth on the applicable Election to PurchasePurchase or redemption, such Holder the holder (together with such Holderthe holder’s Affiliates (as defined in Rule 405 under the Securities Act)Affiliates, and any other persons Persons acting as a group together with such Holder the holder or any of such Holderthe holder’s Affiliates), would beneficially own in excess of 4.99% the Beneficial Ownership Limitation (as defined below), and by exercising or redeeming for shares any portion of its Warrants, a holder shall be deemed to represent irrevocably that such limitation is not exceeded. Under no circumstances shall the Company’s Common StockWarrant Agent be responsible for determining when such limitations apply. For purposes of the foregoing sentencesentences, the number of shares of Common Stock beneficially owned by a Holder the holder and its Affiliates affiliates and any such other Persons acting together as a group with the holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise or redemption of the Warrant holder’s Warrants 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 or redemption of the remaining, nonexercised portion of any Warrant Warrants beneficially owned by such Holder the holder or any of its Affiliates and (ii) exercise or conversion or redemption of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise or redemption analogous to the limitation contained herein beneficially owned by the holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 63.3.12, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 3.3.12 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holderthe holder’s determination of whether such Warrant is the Warrants being exercised are exercisable (in relation to other securities owned by such Holder the holder together with any Affiliates) and of which portion of a Warrant its Warrants is exercisable, in each case subject to the Beneficial Ownership Limitation, and neither the Company nor the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any no liability for any error made by such Holderexercises of Warrants that are not in compliance with the Beneficial Ownership Limitation. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The “Beneficial Ownership Limitation” shall be 4.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon the exercise or redemption of the Warrants being exercised pursuant to an Election to Purchase or redemption. The holder, (x) upon not less than 61 days’ prior notice to the Company and the Warrant Agent, or (y) under any agreement between the holder of the beneficial interest in the Warrants, the Company and the Warrant Agent on or prior to the date the Warrants are issued pursuant to which the beneficial holder agrees to be subject to an increased beneficial ownership limitation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.12, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon the exercise of the Warrants being exercised pursuant to an Election to Purchase and the provisions of this Section 3.3.12 shall continue to apply. Any such increase or decrease provided under clause (x) of the immediately preceding sentence will not be effective until the 61st day after such notice is delivered to the Company and the Warrant Agent and shall only be effective with respect to such 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 3.3.12 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. For purposes of this Section 63.3.12, in determining the number of outstanding shares of Common StockStock (including, without limitation, for purposes of making any representations required under this Section 3.3.12), a Holder registered 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 Commission, as the case may be, or (B) a more recent public announcement by the Company that is filed with the Securities and Exchange Commission or (C) a more recent written notice by the Company or the Company’s transfer agent Warrant Agent to the holder setting forth the number of shares of Common Stock outstanding. The provisions In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise or redemption of securities of the Company, including Warrants, by the holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. Notwithstanding anything herein to the contrary, this provision shall not restrict the number of shares of Common Stock which a registered holder may receive or beneficially own in order to determine the amount of securities or other consideration that such holder may receive in the event of a transaction contemplated by Section 4 of this Warrant Agreement, with respect to the issuance of shares of Common Stock pursuant to Section 6 shall be construed 7.6 hereof in connection with a Fundamental Transaction described in Section 10.1(i) hereof in which the Company is not the surviving entity to the extent that the number of shares beneficially owned by the holder and implemented its affiliates in a manner otherwise than in strict conformity with the terms successor entity immediately following the consummation of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with such Fundamental Transaction does not exceed 9.99% of the intended beneficial ownership limitation herein contained outstanding common stock of such successor entity or to make changes or supplements necessary or desirable the extent the Common Stock is not deemed to properly give effect constitute an “equity security” pursuant to such limitationRule 13d-1(i) of the Exchange Act and the applicable regulations of the Securities and Exchange Commission. The limitations contained in this paragraph shall apply to a successor HolderThis restriction may not be waived.

Limitations on Exercise. Neither 8.1 Notwithstanding anything to the contrary contained herein, the Warrant Agent nor shall not be exercisable by the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, registered holder to the extent that after giving effect (but only to the issuance of shares of Common Stock after exercise as set forth on extent) that the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder registered holder or any of such Holder’s Affiliates), its affiliates would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Company’s Common Stock. For purposes of To the foregoing sentenceextent the above limitation applies, the number determination of shares of Common Stock beneficially whether the Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by a Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder registered holder or any of its Affiliatesaffiliates) and of which such securities shall be exercisable (as among all such securities owned by the registered holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). Except as set forth in No prior inability to exercise the preceding sentence, for Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this Section 6paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be calculated 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 thereunderamended, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a 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 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 paragraph to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of the Warrant. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent of holders of a majority of the outstanding shares of Common Stock. For any reason at any time, upon the written or oral request of the registered holder, the Company shall within one (1) Business Day confirm orally and in writing to the registered holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock. By written notice to the Company, any registered holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the registered holder sending such notice and not to any other holder. It shall not be the responsibility of the Warrant Agent to monitor the limitations on exercises imposed by this Section 8.1.

Limitations on Exercise. Neither the Warrant Agent nor the The Company shall not effect any the exercise of any WarrantRights, and no a Holder shall not have the right to exercise any portion of a Warrantany Rights pursuant to the terms and conditions of this Agreement and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchasesuch exercise, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), Attribution Parties collectively would beneficially own in excess of 4.99% (the “Beneficial Ownership Limitation”) of the Company’s shares of Common StockStock 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 a such Holder and its Affiliates the other Attribution Parties (as defined in the Warrant) shall include the number of shares of Common Stock held by such Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrant Rights issued hereunder with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of any Warrant the Rights beneficially owned by such Holder or any of its Affiliatesthe other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by such Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 4(aa)(ix). Except as set forth in the preceding sentence, for For purposes of this Section 64(aa)(ix), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange 1934 Act of 1934, (as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be defined in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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 thereunderWarrant). For purposes of this Section 6, in determining the number of outstanding shares of Common StockStock such Holder may acquire upon the exercise of the Rights without exceeding the Beneficial Ownership Limitation, a such Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the CommissionSEC, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company or the Company’s transfer agent Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Notice of Issuance from such Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify such Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Issuance would otherwise cause such Holder’s beneficial ownership, as determined pursuant to this Section 4(aa)(ix), to exceed the Beneficial Ownership Limitation, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Notice of Issuance. For any reason at any time, upon the written or oral request of such Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail 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 the Rights, by such Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to such Holder upon exercise of the Rights results in such Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which such Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and such Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, such Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided that (I) any such increase in the Beneficial Ownership Limitation 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 such Holder and the other Attribution Parties and not to any other holder of Rights that is not an Attribution Party of such Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Rights hereunder in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by such Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise any Rights pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 4(aa)(ix) to the extent necessary to correct this subsection paragraph (or any portion hereofof this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 4(aa)(ix) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor Holderholder of Rights.

Limitations on Exercise. Neither The Company shall not, and shall not instruct the Warrant Agent nor the Company shall to, effect any exercise of any Warrant, and no a Holder shall not have the right to exercise any portion of a WarrantWarrants, to the extent that after giving effect to the issuance of shares of Common Stock Warrant ADSs after exercise as set forth on the applicable Election to Purchase, such that Holder or a person holding through that Holder (together with such Holder’s or person’s Affiliates (as defined in Rule 405 under the Securities ActAct of 1933), and any other persons acting as a group together with such that Holder or person or any of such that Holder’s or person’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common StockOrdinary Shares. For purposes of the foregoing sentence, the number of shares of Common Stock Ordinary Shares beneficially owned by a Holder and its Affiliates person shall include the number of shares of Common Stock Ordinary Shares underlying the Warrant ADSs that would be owned by that person issuable upon exercise of the Warrant Warrants with respect to which such determination is being made, but shall exclude the number of shares of Common Stock Ordinary Shares underlying the Warrant ADSs which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant non-exercised Warrants beneficially owned by such Holder that person or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated 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, it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is representing to such the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such the Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder or persons holding through a Holder together with any Affiliates) and of which portion the number of a Warrant is Warrants that are exercisable shall be in the sole discretion of a the Holder, and the submission of an Election to Purchase shall be deemed to be such the Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such the Holder, persons holding through the Holder together with any Affiliates) and of which portion the number of a Warrant is Warrants that are exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderthe Holder or any other person. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common StockOrdinary Shares, a Holder or other person may rely on the number of outstanding shares of Common Stock Ordinary Shares 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 the Company’s transfer agent setting forth the number of shares of Common Stock Ordinary Shares outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderHolder of Warrants.

Limitations on Exercise. Neither (a) Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any the exercise of any portion of this Warrant, and no the Holder of the Warrant shall not have the right to exercise any portion of a the Warrant, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the issuance Holder, together with the Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of 4.99% (the “Maximum Percentage”) of the Common Stock that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock after exercise as set forth on held and/or beneficially owned by the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act)Attribution Parties, and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, shall include the number of shares of Common Stock held and/or beneficially owned by a the Holder and its Affiliates shall include together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the relevant Warrant with respect to which such the determination is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any Warrant other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of its Affiliates. Except this Paragraph 11(a), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6the Warrant, in determining the number of outstanding shares of Common Stock, a Holder of the Warrant may rely on the number of outstanding shares of Common Stock as reflected in (A1) the Company’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Securities and Exchange Commission, as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent written any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The provisions Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially 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 submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 11(a), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. 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 the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder, together with the Attribution Parties, being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 6 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s, together with the Attribution Parties’, aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be construed deemed null and implemented in a manner otherwise than in strict conformity with void and shall be cancelled ab initio, and the terms of this Section 6 Holder and/or the Attribution Parties shall not have the power to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained vote or to make changes transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. By written notice to the Company, a Holder of the Warrant may from time to time increase or supplements necessary or desirable decrease the Maximum Percentage to properly give effect any other percentage not in excess of 19.99% specified in such notice; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such limitation. The limitations contained in this paragraph shall apply to a successor Holderchange.

Limitations on Exercise. Neither Notwithstanding anything to the Warrant Agent nor contrary herein, the Company shall not effect any exercise of any this Warrant, and no Holder the holder shall have the right not be entitled to exercise any portion of a this Warrant, to the extent that after giving effect to the issuance for a number of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own Warrant Shares in excess of 4.99% that number of Warrant Shares which, upon giving effect or immediately prior to such exercise, would cause (i) the Company’s Common Stock. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder, its Affiliates and any persons who are members of a Section 13(d) group with such Holder or its Affiliates to exceed [●]% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates shall include the number and any other persons who are members of shares of Common Stock issuable upon exercise of the Warrant a Section 13(d) group with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any its Affiliates to exceed the Maximum Percentage of its Affiliatesthe combined voting power of all of the securities of the Company then outstanding following such exercise. Except as set forth in the preceding sentence, for For purposes of this Section 6paragraph, beneficial ownership and whether a Holder is a member of a Section 13(d) group shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6Warrant, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Quarterly Report on Form 10-Q or annual report filed with the CommissionAnnual Report on Form 10-K, as the case may be, filed with the Commission prior to the date hereof, (By) a more recent public announcement by the Company or (Cz) a more recent written any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. The provisions Upon the written request of the Holder, the Company shall within three (3) Trading Days confirm in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder 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 specified not in excess of [●]% 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. For purposes of this Section 6 1.7, the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other persons who are members of a Section 13(d) group with such Holder or its Affiliates shall be construed and implemented in a manner otherwise than in strict conformity with include the terms shares of Common Stock issuable upon: (x) the exercise of this Section 6 Warrant with respect to correct which such determination is being made plus the remaining unexercised and non-cancelled portion of this subsection Warrant but taking into account the limitations on exercise contained herein, but shall exclude the number of shares of Common Stock which would otherwise be issuable upon exercise of the remaining unexercised and non-cancelled portion of this Warrant but for the limitations on exercise contained herein; and (y) the exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company beneficially owned by the Holder or any portion hereofof its Affiliates and other persons who are members of a Section 13(d) group with such Holder or its Affiliates that do not have voting power (including without limitation any securities of the Company which may be defective would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or inconsistent with other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the intended beneficial ownership holder thereof to receive, Common Stock), but shall exclude any such securities subject to any further limitation herein on conversion or exercise analogous to the limitation contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderherein.]

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include 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% 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 the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes To the extent that the limitation contained in this Section 11 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Section 6Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in determining each case subject the number of outstanding shares of Common Stocklimitation contained in this Section 11, a 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 Commission, as the case may be, (B) a more recent public announcement by and the Company shall have no obligation to verify or (C) a more recent written notice by confirm the Company or the Company’s transfer agent setting forth accuracy of such determination. This provision shall not restrict the number of shares of Common Stock outstandingwhich 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 Fundamental Transaction as contemplated in Section 9 of this Warrant. The provisions This restriction may not be waived. Notwithstanding anything to the contrary contained in this Warrant, (a) no term of this Section 6 shall 11 may be construed and implemented in a manner otherwise than in strict conformity waived by any party, nor amended such that the threshold percentage of ownership would be directly or indirectly increased, (b) this restriction runs with the terms Warrant and may not be modified or waived by any subsequent holder hereof and (c) any attempted waiver, modification or amendment of this Section 6 to correct this subsection (or any portion hereof) which may 11 will be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holdervoid ab initio.

Limitations on Exercise. Neither (a) Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any exercise of any this Warrant, and no the Holder shall have the right not be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect or immediately prior to such exercise, would cause (i) the aggregate number of Common Shares beneficially owned by the Holder and its Affiliates and any portion other Persons whose beneficial ownership of a Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, to exceed 9.99% (the “Maximum Percentage”) of the total number of issued and outstanding Common Shares of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed 9.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of this Warrant, in determining the number of outstanding Common Shares, the Holder may rely on the number of outstanding Common Shares as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, filed with the Commission prior to the extent that date hereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Transfer Agent setting forth the number of Common Shares outstanding. Upon the written request of the Holder, the Company shall within three (3) Trading Days confirm in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the issuance conversion or exercise of shares securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding Common Stock after exercise as set forth on Shares was reported. By written notice to the applicable Election Company, the Holder may from time to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under time increase or decrease the Securities Act), and Maximum Percentage to any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own percentage not in excess of 4.9919.99% of 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’s Common Stock. For purposes of the foregoing sentencethis Section 11(a), the aggregate number of shares of Common Stock Shares or voting securities beneficially owned by a the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act shall include the number of shares of Common Stock Shares issuable upon the exercise of the this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock Shares which would be issuable upon (x) exercise of the remainingremaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, nonexercised non-converted or non-cancelled portion of any Warrant other securities of the Company that do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Shares, including without limitation any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares), is subject to a limitation on conversion or exercise analogous to the limitation contained herein and is beneficially owned by such the Holder or any of its Affiliates. Except as set forth in Affiliates and other Persons whose beneficial ownership of Common Shares would be aggregated with the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a 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 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderAct.

Limitations on Exercise. Neither the Warrant Agent nor the The Company shall not effect any the exercise of any WarrantRights, and no the Holder shall not have the right to exercise any portion of a Warrantany Rights pursuant to the terms and conditions of this Agreement and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), Attribution Parties collectively would beneficially own in excess of 4.99% (the “Beneficial Ownership Limitation”) of the Company’s shares of Common StockStock 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 a the Holder and its Affiliates the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrant Rights issued hereunder with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of any Warrant the Rights beneficially owned by such the Holder or any of its Affiliatesthe other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 11.8. Except as set forth in the preceding sentence, for For purposes of this Section 611.8, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 1934 Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common StockStock the Holder may acquire upon the exercise of the Rights without exceeding the Beneficial Ownership Limitation, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the CommissionSEC, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company or the Company’s transfer agent Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (in each case, the “Reported Outstanding Share Number”). If the Company receives a Notice of Issuance from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Issuance would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 11.8, to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Notice of Issuance. For any reason at any time, upon the written request of the Holder, the Company shall within one (1) Business Day confirm in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Rights, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of the Rights results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Rights 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 Rights hereunder in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise any Rights pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 11.8 to the extent necessary to correct this subsection paragraph (or any portion hereofof this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 11.8 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor Holderholder of Rights.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder the registered holder (together with such Holder’s registered holder's Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder the registered holder or any of such Holder’s the registered holder's Affiliates), would beneficially own in excess of 4.99% of the Company’s 's Common StockStock (the "Maximum Percentage"). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude (i) the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such the registered holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder or any of its Affiliatesaffiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 67, beneficial ownership shall be calculated 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, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 7 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s the registered holder's determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderthe registered holder. In addition, 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. For purposes of this Section 67, in determining the number of outstanding shares of Common Stock, a Holder registered holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s '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 the Company’s 's transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 7 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of a Warrant. The registered holder, upon notice to the Company, may increase or decrease the Maximum Percentage provisions of this Section 7, provided that the Maximum Percentage in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of such Warrant held by the registered holder and the provisions of this Section 6 shall continue to apply. Any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and shall only be effective with regard to such registered holder.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no (a) The Holder shall have the right be prohibited from exercising this Warrant if, immediately prior to or following such exercise any (or portion of a Warrantsuch exercise thereof), to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to PurchaseHolder, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act)its Attribution Parties, and any other persons acting as a group together with such Holder beneficially owns or any of such Holder’s Affiliates), would beneficially own as determined in excess of 4.99% accordance with Section 13(d) of the Company’s Exchange Act more than [4.99%][9.99%]1 (the “Maximum Percentage”) of the issued and outstanding Common StockStock or any other class of equity security (other than an exempted security) of the Company that is registered pursuant to Section 12 of the Exchange Act. For purposes of the foregoing sentencecalculating beneficial ownership, the aggregate number of shares of Common Stock beneficially owned by a Holder and the Holder, together with its Affiliates Attribution Parties, shall include the number of shares of Common Stock issuable upon exercise of the this Warrant with respect to which such the determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon exercise (i) conversion of the remaining, nonexercised unconverted portion of any this Warrant beneficially owned by such Holder the Holder, together with its Attribution Parties, and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder, together with its AffiliatesAttribution Parties (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for For purposes of this Section 611(a), beneficial ownership 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such the rules promulgated thereunder, it being acknowledged and agreed that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6Warrant, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A1) the Company’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the CommissionSEC, as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent any other written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written 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. The provisions Holder shall disclose to the Company the number of shares of Common Stock that it, its Affiliates or any other Attribution Party 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. Any purported delivery of any number of shares of Common Stock or any other security upon exercise of this Section 6 Warrant shall be construed void and implemented in a manner otherwise than in strict conformity have no effect to the extent, but only to the extent, that before or after such delivery, the exercising Holder, together with the terms of this Section 6 to correct this subsection (or its Affiliates and any portion hereof) which may be defective or inconsistent with the intended other Attribution Party would have beneficial ownership limitation herein contained in excess of the Maximum Percentage. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to make changes or supplements necessary or desirable any other percentage not in excess of 19.99% specified in such notice; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderthe Company.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, (a) Notwithstanding anything to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentencecontrary contained herein, the number of shares Warrant Shares that may be acquired by the Holder upon any exercise of the Warrants (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such exercise (or other issuance), the total number of Common Stock Shares then beneficially owned by a the Holder and its Affiliates shall include the number of shares and any other Persons whose beneficial ownership of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which Shares would be issuable upon exercise of aggregated with the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), does not exceed 4.99% of the total number of then issued and outstanding Common Shares (including for such purpose the Common Shares issuable upon such exercise) and (the rules and regulations promulgated thereunder"Beneficial Ownership Limitation"), it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation Beneficial Ownership Limitation contained in this Section 6 11(a) applies, the determination of whether a the Warrant is exercisable (in relation to other securities owned by a such Holder together with any and its Affiliates) and of which a portion of a the Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase Exercise Notice shall be deemed to be such the Holder’s determination of whether such the Warrant is exercisable (in relation to other securities owned by such Holder together with any and its Affiliates) and of which portion of a the Warrant is exercisable, in each case, subject to such aggregate percentage limitation, and neither the Company nor the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, a determination under this Section 11(a) as to any group status as contemplated above shall be determined by the Holder in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 611(a), in determining the number of outstanding shares of Common StockShares, a the Holder may rely on the number of outstanding shares of Common Stock Shares as reflected in (Ax) the Company’s most recent periodic Quarterly Report on Form 10-Q or annual report filed with the CommissionAnnual Report on Form 10-K, as the case may be, (By) a more recent public announcement by the Company that contains such number of shares or (Cz) a more recent written any other notice by the Company or the Company’s transfer agent setting forth the number of shares Common Shares outstanding. Upon the written request of the Holder, the Company shall within three (3) Trading Days confirm orally and in writing to such Holder the number of Common Stock outstandingShares outstanding as of the most recent practicable date. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 11(a), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of the Warrant held by the Holder and the provisions of this Section 11(a) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. Notwithstanding anything to the contrary herein, if the total number of Common Shares beneficially owned on the Original Issue Date by any Holder and its Affiliates and any other Persons whose beneficial ownership of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act exceeds 4.99% of the total number of issued and outstanding Common Shares on the Original Issue Date (excluding Common Shares acquired on the Original Issue Date), the Beneficial Ownership Limitation shall automatically be increased to 9.99% for such Holder. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 11(a) to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of the Warrant.

Limitations on Exercise. Neither the Warrant Agent nor the The Company shall not effect any the exercise of any WarrantRights, and no the Holder shall not have the right to exercise any portion of a Warrantany Rights pursuant to the terms and conditions of this Agreement and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), Attribution Parties collectively would beneficially own in excess of 4.999.99% (the “Beneficial Ownership Limitation”) of the Company’s shares of Common StockStock 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 a the Holder and its Affiliates the other Attribution Parties (as defined in the Existing Note) shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrant Rights issued hereunder with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of any Warrant the Rights beneficially owned by such the Holder or any of its Affiliatesthe other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 11.8(a). Except as set forth in the preceding sentence, for For purposes of this Section 611.8(a), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange 1934 Act of 1934, (as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be defined in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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 thereunderExisting Note). For purposes of this Section 6, in determining the number of outstanding shares of Common StockStock the Holder may acquire upon the exercise of the Rights without exceeding the Beneficial Ownership Limitation, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the CommissionSEC, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company or the Company’s transfer agent Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Notice of Issuance from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Issuance would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 11.8(a), to exceed the Beneficial Ownership Limitation, the Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Notice of Issuance. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Rights, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of the Rights results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Rights 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 Rights hereunder in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise any Rights pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 11.8(a) to the extent necessary to correct this subsection paragraph (or any portion hereofof this paragraph) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained in this Section 11.8(a) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor Holderholder of Rights.

Limitations on Exercise. Neither (a) Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any the exercise of any portion of this Warrant, and no the Holder of the Warrant shall not have the right to exercise any portion of a the Warrant, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the issuance Holder, together with the Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of 9.99% (the “Maximum Percentage”) of the Common Stock that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock after exercise as set forth on held and/or beneficially owned by the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act)Attribution Parties, and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, shall include the number of shares of Common Stock held and/or beneficially owned by a the Holder and its Affiliates shall include together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the relevant Warrant with respect to which such the determination is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any Warrant other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of its Affiliates. Except this Paragraph 11(a), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6the Warrant, in determining the number of outstanding shares of Common Stock, a Holder of the Warrant may rely on the number of outstanding shares of Common Stock as reflected in (A1) the Company’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Securities and Exchange Commission, as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent written any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). 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 in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The provisions Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially 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 submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 11(a), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. 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 the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder, together with the Attribution Parties, being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 6 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s, together with the Attribution Parties’, aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be construed deemed null and implemented in a manner otherwise than in strict conformity with void and shall be cancelled ab initio, and the terms of this Section 6 Holder and/or the Attribution Parties shall not have the power to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained vote or to make changes transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. By written notice to the Company, a Holder of the Warrant may from time to time increase or supplements necessary or desirable decrease the Maximum Percentage to properly give effect any other percentage not in excess of 19.99% specified in such notice; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such limitation. The limitations contained in this paragraph shall apply to a successor Holderchange.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include 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 1934 Act, does not exceed 4.99% (the ?Maximum Percentage?) of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section 6, in determining and determined that issuance of the full number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company?s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as reflected in (Aprovided below, shall not terminate or expire notwithstanding any contrary provisions hereof) the Company’s most recent periodic or annual report filed with the Commissionuntil such time, if any, as such shares of Common Stock may be issued in compliance with such limitation; provided, that, if, as of 5:00 p.m., Florida time, on the case may beExpiration Date, (B) a more recent public announcement by the Company or (C) a more recent has not received written notice by that the Company or shares of Common Stock may be issued in compliance with such limitation, the Company’s transfer agent setting forth Company?s obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock outstandingwhich 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 transaction contemplated in Sections 3(b) or (c) of this Warrant. The By written notice to the Company, the Holder may (i) waive the provisions of this Section 6 shall but any such waiver will not be construed effective until the 61st day after such notice is delivered to the Company, nor will any such waiver effect any other Holder of the Warrants and implemented (ii) increase or decrease the Maximum Percentage to any other percentage not in a manner otherwise than excess of 9.99% specified in strict conformity with such notice; provided that (A) any such increase will not be effective until the terms sixty-first (61st) day after such notice is delivered to the Company, and (B) any such increase or decrease will apply only to the Holder and not to any other holder of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder.Warrant

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include 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% 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 the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes To the extent that the limitation contained in this Section 12 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Section 6Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in determining each case subject the number of outstanding shares of Common Stocklimitation contained in this Section 12, a 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 Commission, as the case may be, (B) a more recent public announcement by and the Company shall have no obligation to verify or (C) a more recent written notice by confirm the Company or the Company’s transfer agent setting forth accuracy of such determination. This provision shall not restrict the number of shares of Common Stock outstandingwhich 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 Fundamental Transaction as contemplated in Section 10 of this Warrant. The provisions This restriction may not be waived. Notwithstanding anything to the contrary contained in this Warrant, (a) no term of this Section 6 shall may be construed and implemented in a manner otherwise than in strict conformity waived by any party, nor amended such that the threshold percentage of ownership would be directly or indirectly increased, (b) this restriction runs with the terms Warrant and may not be modified or waived by any subsequent holder hereof and (c) any attempted waiver, modification or amendment of this Section 6 to correct this subsection (or any portion hereof) which may will be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holdervoid ab initio.

Limitations on Exercise. Neither (a) Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any exercise of any this Warrant, and no the Holder shall have the right not be entitled to exercise any portion this Warrant for a number of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own Warrant Shares in excess of 4.99% that number of Warrant Shares which, upon giving effect or immediately prior to such exercise, would cause (i) the Company’s Common Stock. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder, its Affiliates and any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”), to exceed [4.99%] [9.99%] (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates shall include and any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”) to exceed [4.99%] [9.99%] of the combined voting power of all of the securities of the Company then outstanding following such exercise. 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 (x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the Commission prior to the date hereof, (y) a more recent public announcement by the Company or (z) 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 the Holder, the Company shall within two (2) Trading Days confirm in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder 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 specified not in excess of 19.99% 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. For purposes of this Section 11(a), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”) shall include the shares of Common Stock issuable upon the exercise of the 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 (x) exercise of the remainingremaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, nonexercised non-converted or non-cancelled portion of any Warrant other securities of the Company that do not have voting power (including, without limitation, any securities of the Company which would entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock), is subject to a limitation on conversion or exercise analogous to the limitation contained herein and is beneficially owned by such the Holder or any of its Affiliates. Except as set forth in Affiliates and other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the preceding sentence, Holder’s for purposes of this Section 6, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and (such Holder is solely responsible for as any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion member of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a 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 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder“group”).

Limitations on Exercise. Neither (a) Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any the exercise of any portion of this Warrant, and no the Holder of the Warrant shall not have the right to exercise any portion of a the Warrant, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the issuance Holder, together with the Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of 4.99% (the “Maximum Percentage”) of the Common Stock that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock after exercise as set forth on held and/or beneficially owned by the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act)Attribution Parties, and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, shall include the number of shares of Common Stock held and/or beneficially owned by a the Holder and its Affiliates shall include together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the relevant Warrant with respect to which such the determination is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any Warrant other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of its Affiliates. Except this Paragraph 11(a), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6the Warrant, in determining the number of outstanding shares of Common Stock, a Holder of the Warrant may rely on the number of outstanding shares of Common Stock as reflected in (A1) the Company’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Securities and Exchange Commission, as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent written any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The provisions Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially 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 submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 11(a), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. 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 the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder, together with the Attribution Parties, being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 6 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s, together with the Attribution Parties’, aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be construed deemed null and implemented in a manner otherwise than in strict conformity with void and shall be cancelled ab initio, and the terms of this Section 6 Holder and/or the Attribution Parties shall not have the power to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained vote or to make changes transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. By written notice to the Company, a Holder of the Warrant may from time to time increase or supplements necessary or desirable decrease the Maximum Percentage to properly give effect any other percentage not in excess of 19.99% specified in such notice; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such limitation. The limitations contained in this paragraph shall apply to a successor Holderchange.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to ensure that, following such exercise (or other issuance), the issuance total number of shares of Common Stock after exercise as set forth on then beneficially owned by the applicable Election to Purchase, such Holder (together with such Holder’s and its Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together Persons whose beneficial ownership of Common Stock would be aggregated with such Holder or any of such the Holder’s Affiliates)for purposes of Section 13(d) of the Exchange Act, would beneficially own in excess of does not exceed 4.99% (the “Maximum Percentage”) of the Company’s total number of then issued and outstanding shares of Common StockStock (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 a the Holder and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon exercise of the this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised portion of any 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 the Holder and its affiliates (including, without limitation, any convertible notes or any convertible preferred stock or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein; provided that in no event shall the aggregate number of shares beneficially owned by the Holder and its Affiliatesaffiliates, calculated in accordance with Section 13(d) of the Exchange Act, exceed 9.99%). Except as set forth in the preceding sentencesentence (other than the proviso thereto), for purposes of this Section 6paragraph (including the proviso in the immediately preceding sentence), beneficial ownership shall be calculated 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, ; it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 13 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliatessuch Holder) and of which a portion of a this Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase a Notice of Exercise shall be deemed to be such the Holder’s determination of whether such this Warrant is exercisable (in relation to other securities owned by such Holder together with any AffiliatesHolder) and of which portion of a this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and neither the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, 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. For purposes of this Section 613, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent written any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within one (1) Trading Day confirm in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares 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% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 13 to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder.

Limitations on Exercise. Neither the Warrant Agent nor the (a) The Company shall not effect any the exercise of any this Warrant, and no the Holder shall not have the right to exercise any portion of a this Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchasesuch exercise, such Holder Person (together with such HolderPerson’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), affiliates) would beneficially own in excess of 4.999.99% of the Company’s shares of Common StockStock 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 a Holder such Person and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon exercise of the this Warrant with respect to which the determination of such determination sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised portion of any this Warrant beneficially owned by such Holder 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 Affiliatesaffiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 6paragraph, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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 thereunderamended. For purposes of this Section 6Warrant, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A1) the Company’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Securities and Exchange Commission, as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent written any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. The provisions For any reason at any time, upon the written request of this Section 6 the Holder, the Company shall within one Business Day confirm 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 construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give determined after giving effect to the conversion or exercise of securities of the Company, including the SPA Securities and the SPA Warrants, by the Holder and its affiliates since the date as of which such limitation. The limitations contained in this paragraph shall apply to a successor Holdernumber of outstanding shares of Common Stock was reported.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained in any Section herein, except for Section 15, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after ensure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a the Holder and its Affiliates shall include 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% of the total number of then issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon exercise of the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunderexercise), it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 11(a) applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such this Warrant is exercisable (in relation to other securities owned by such Holder together with any AffiliatesHolder) and of which a 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 (in relation to other securities owned by such Holder) and of which portion of a this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and neither the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, a determination under this Section 11(a) 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. For purposes of this Section 611(a), in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent written any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. The Upon the written request of the Holder, the Company shall, within five Trading Days, confirm orally and in writing (which may be via email) to such Holder the number of shares of Common Stock then outstanding. By written notice to the Company (which may be via email), which notice will not take effect until the 61st day after such notice is delivered to the Company, the Holder may waive the provisions of this Section 6 11(a) or increase the beneficial ownership limitation to such percentage of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant as the Holder shall be construed determine, in its sole discretion, subject to Section 11(b), and implemented in a manner otherwise than in strict conformity with the terms provisions of this Section 6 11(a) shall continue to correct this subsection (or any portion hereof) which apply. Additionally, the Holder may be defective or inconsistent with decrease the intended beneficial ownership limitation herein contained or at any time upon providing written notice of such change to make changes or supplements necessary or desirable to properly give effect the Company, which shall be effective as of such date and time as designated by the Holder (which, for the avoidance of doubt, shall not require a minimum of 61 days’ prior notice for effectiveness). Upon such a change by a Holder of the then-effective beneficial ownership limitation to such other percentage limitation, the beneficial ownership limitation may not be waived or further increased by such Holder without first providing the minimum notice required by this Section 11(a). The limitations contained in this paragraph shall apply Notwithstanding the foregoing, at any time following notice of a Fundamental Transaction under Section 9(f)(ii) with respect to a successor HolderSection 9(c)(iii) Fundamental Transaction, the Holder may waive and/or change the beneficial ownership limitation effective immediately upon written notice to the Company and may reinstitute a beneficial ownership limitation at any time thereafter effective immediately upon written notice to the Company.

Limitations on Exercise. Neither a. Notwithstanding anything to the contrary contained in the Warrant, the Warrant Agent nor shall not be exercisable by the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, hereof to the extent that after giving effect (but only to the issuance of shares of Common Stock after exercise as set forth on extent) that, if exercisable by the applicable Election to PurchaseHolder, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), its affiliates would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the Company’s then issued and outstanding shares of Common Stock. For purposes To the extent the above limitation applies, the determination of whether the Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities owned by the Holder) and of which warrants shall be exercisable (as among all warrants owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the foregoing sentencefirst submission to the Company for conversion, exercise or exchange (as the number of shares of Common Stock beneficially owned by a Holder and its Affiliates case may be). No prior inability to exercise the Warrant pursuant to this paragraph shall include have any effect on the number of shares of Common Stock issuable upon exercise applicability of the Warrant provisions of this paragraph with respect to which such any subsequent determination is being made, but shall exclude of exercisability. For the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be calculated determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunderamended, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a 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 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 paragraph to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of the Warrant. For purposes of the Warrant, in determining the number of issued and outstanding shares of Common Stock, the Holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K (or Form 10-KSB), Form 10-Q (or Form 10-QSB), Current Report on Form 8-K or other public filing with the Securities and Exchange Commission (as the case may be), (2) a more recent public announcement by the Company or (3) any other notice by the Company setting forth the number of shares of Common Stock issued and outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within three (3) business days confirm orally and in writing to the Holder the number of shares of Common Stock then issued and outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to the Warrant.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Units that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Unit Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s does not exceed 9.99% 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 the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes To the extent that the limitation contained in this Section 11 applies, the determination of whether this Unit Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Section 6Unit Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether this Unit Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Unit Warrant is exercisable, in determining each case subject the number of outstanding shares of Common Stocklimitation contained in this Section 11, a 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 Commission, as the case may be, (B) a more recent public announcement by and the Company shall have no obligation to verify or (C) a more recent written notice by confirm the Company or the Company’s transfer agent setting forth accuracy of such determination. This provision shall not restrict the number of shares of Common Stock outstandingwhich 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 Fundamental Transaction as contemplated in Section 9 of this Unit Warrant. The provisions This restriction may not be waived. Notwithstanding anything to the contrary contained in this Unit Warrant, (a) no term of this Section 6 shall may be construed and implemented in a manner otherwise than in strict conformity waived by any party, nor amended such that the threshold percentage of ownership would be directly or indirectly increased, (b) this restriction runs with the terms Unit Warrant and may not be modified or waived by any subsequent Holder hereof and (c) any attempted waiver, modification or amendment of this Section 6 to correct this subsection (or any portion hereof) which may will be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holdervoid ab initio.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable by the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise any portion of a Warrant, to the extent (but only to the extent) that after giving effect to the such issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchaseexercise, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Warrant Holder or any of its affiliates, as a result of such Holder’s Affiliates)exercise, would beneficially own in excess of 4.99% of the Company’s Common StockBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a the Warrant Holder and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon exercise of the this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon (i) exercise of the remaining, nonexercised unexercised portion of any this Warrant beneficially owned by such the Warrant Holder or any of its Affiliatesaffiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company, in both cases which are subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Warrants) beneficially owned by the Warrant Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 610, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the thereunder (“Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewithAct”). To the extent that the limitation contained in this Section 6 10 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by a the Warrant Holder together with any Affiliatesaffiliates) and of which portion of a Warrant is such securities shall be exercisable shall be in the sole discretion of a the Warrant Holder, and the submission of an Election to Purchase a Notice of Exercise shall be deemed to be such the Warrant Holder’s determination of whether such this Warrant is exercisable may be exercised (in relation to other securities owned by such the Warrant Holder together with any Affiliates) and affiliates), in each case subject to the Beneficial Ownership Limitation. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of which portion the provisions of a Warrant is exercisablethis paragraph with respect to any subsequent determination of exercisability. To ensure compliance with this restriction, and neither the Warrant Agent nor Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such notification has not violated the restrictions set forth in this paragraph and the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderdetermination. In addition, 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. For purposes of this Section 610, in determining the number of outstanding shares of Common Stock, a the Warrant Holder may rely on the number of outstanding shares of Common Stock as reflected stated in the most recent of the following: (Ai) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (Bii) a more recent public announcement by the Company Company, or (Ciii) a more recent written 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 Warrant Holder, the Company shall within three (3) 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. The “Beneficial Ownership Limitation” shall be 9.99% 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 held by the Warrant Holder. The Warrant Holder, upon not less than sixty-one (61) days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6 10. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 10 to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation contained herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of this Warrant.

Limitations on Exercise. Neither (a) Notwithstanding anything to the Warrant Agent nor contrary contained herein, the Company shall not effect any the exercise of any portion of this Warrant, and no the Holder of the Warrant shall not have the right to exercise any portion of a the Warrant, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that after giving effect immediately prior to or following such exercise, the issuance Holder, together with the Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of 4.99% (the “Maximum Percentage”) of the Common Stock that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock after exercise as set forth on held and/or beneficially owned by the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act)Attribution Parties, and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, shall include the number of shares of Common Stock held and/or beneficially owned by a the Holder and its Affiliates shall include together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the relevant Warrant with respect to which such the determination is being made, made but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any Warrant other securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of its Affiliates. Except this Paragraph 11(a), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6the Warrant, in determining the number of outstanding shares of Common Stock, a Holder of the Warrant may rely on the number of outstanding shares of Common Stock as reflected in (A1) the Company’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Commission, as the case may be, (B2) a more recent public announcement by the Company or (C3) a more recent written any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The provisions Holder shall disclose to the Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially 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 submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this Section 11(a), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. 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 the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder, together with the Attribution Parties, being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 6 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s, together with the Attribution Parties’, aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be construed deemed null and implemented in a manner otherwise than in strict conformity with void and shall be cancelled ab initio, and the terms of this Section 6 Holder and/or the Attribution Parties shall not have the power to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained vote or to make changes transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. By written notice to the Company, a Holder of the Warrant may from time to time increase or supplements necessary or desirable decrease the Maximum Percentage to properly give effect any other percentage not in excess of 19.99% specified in such notice; provided that any increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and shall not negatively affect any partial exercise effected prior to such limitation. The limitations contained in this paragraph shall apply to a successor Holderchange.

Limitations on Exercise. Neither (a) Notwithstanding anything to the contrary contained in this Warrant Agent nor (other than the provisions of Section 11(b) below), the Company shall not effect any exercise of any this Warrant, and no the Holder shall not have the right to exercise any portion of a Warrant, this Warrant to the extent that (but only to the extent) that, after giving effect to such issuance after exercise, the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons person acting as a group together with such the Holder or any of such the Holder’s Affiliates), affiliates) would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the Company’s outstanding shares of Common Stock. For purposes To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder) and of which warrants shall be exercisable (as among all warrants owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the foregoing sentencefirst submission to the Company for conversion, exercise or exchange (as the number of shares of Common Stock beneficially owned by a Holder and its Affiliates case may be). No prior inability to exercise this Warrant pursuant to this paragraph shall include have any effect on the number of shares of Common Stock issuable upon exercise applicability of the Warrant provisions of this paragraph with respect to which such any subsequent determination is being made, but shall exclude of exercisability. For the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership and as to the determination of any group) shall be calculated determined by the holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a 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 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 the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 paragraph to correct this subsection paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) business day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Securities Purchase Agreement. Each delivery of an Exercise Notice by the Holder will constitute a representation by the Holder that it has evaluated the limitation set forth in this paragraph shall apply to a successor Holderand determined that issuance of the full number of Shares requested by the Holder in such Exercise Notice is permitted under this paragraph.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to ensure that, coincident with or following such exercise (or other issuance), the issuance total number of shares of Common Stock after exercise as set forth on then beneficially owned by the applicable Election to Purchase, such Holder (together with such any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s Affiliates (as defined in Rule 405 under for purposes of Section 13(d) or Section 16 of the Securities ActExchange Act of 1934, as amended, and the applicable regulations of the Commission, including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)) does not exceed the Beneficial Ownership Limitation percent of the total number of then issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise but excluding the number of shares that cannot be issued due to the operation of the limitation in this Section 11 or any other similar limitation on exercise to the extent that it limits the right to acquire underlying securities), it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and any other persons acting as a group together with that such Holder or is solely responsible for any of such Holder’s Affiliates), would beneficially own schedules required to be filed in excess of 4.99% of the Company’s Common Stockaccordance therewith. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a such Holder and its Affiliates Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant subject to the Warrant Exercise Notice with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be are issuable upon (A) exercise of the remaining, nonexercised portion unconverted shares of any Warrant Warrants beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentenceAttribution Parties, for purposes of this Section 6, beneficial ownership shall be calculated in accordance with Section 13(dand (B) exercise or conversion of the Securities Exchange Act unexercised or unconverted portion of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant Agent nor any other securities of the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities beneficially owned by such Holder together with or any Affiliatesof its Attribution Parties that, in the case of both (A) and of which portion of (B), are subject to a Warrant is exercisable, and neither limitation on conversion or exercise similar to the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderlimitation contained herein. In addition, a A determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. For purposes of this Section 611, in determining the number of outstanding shares of Common Stock, a the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ax) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent written 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 request of the Holder, the Company shall within one Trading Day confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. [The provisions Holder may not increase or decrease its Beneficial Ownership Limitation.]1 [By written notice to the Company, which will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, the Holder may increase or decrease the Beneficial Ownership Limitation to an amount not to exceed 9.99% of this Section 6 the number of shares of the Common Stock then outstanding.]2 The “Beneficial Ownership Limitation” shall initially be [4.99%]3 of the number of shares of the Common Stock then outstanding Any purported delivery to any Holder or the Attribution Parties of a number of shares of Common Stock or any other security upon exercise of the Warrants shall be construed void and implemented in a manner otherwise than in strict conformity with have no effect to the terms extent, but only to the extent, that before or after such delivery, the Holder and the Attribution Parties would have beneficial ownership of this Section 6 to correct this subsection (Common Stock or any portion hereof) which may be defective or inconsistent with other such class in excess of the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor HolderBeneficial Ownership Limitation.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder a registered holder shall not have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to Purchase, such Holder the registered holder (together with such Holder’s registered holder's Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder the registered holder or any of such Holder’s the registered holder's Affiliates), would beneficially own in excess of 4.99% of the Company’s 's Common StockStock (the "Maximum Percentage"). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder the registered holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which such determination is being made, but shall exclude (i) the number of shares of Common Stock which would be issuable upon exercise of the remaining, nonexercised portion of any Warrant beneficially owned by such the registered holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Registered Holder or any of its Affiliates. affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein.. Except as set forth in the preceding sentence, for purposes of this Section 67, beneficial ownership shall be calculated 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, it being acknowledged by each Holder the registered holder that neither the Warrant Agent nor the Company is representing to such Holder the registered holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder the registered holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 7 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holderthe registered holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s the registered holder's determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder the registered holder together with any Affiliates) and of which portion of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderthe registered holder. In addition, 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. For purposes of this Section 67, in determining the number of outstanding shares of Common Stock, a Holder registered holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s '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 the Company’s 's transfer agent setting forth the number of shares of Common Stock outstanding. The provisions of this Section 6 7 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holderholder of a Warrant.

Limitations on Exercise. Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Registered Holder shall have the right to exercise any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set forth on the applicable Election to PurchaseNotice of Exercise, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s AffiliatesAffiliates (such persons, “Attribution Parties”)), would beneficially own in excess of 4.99% of the Company’s Common StockBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of the 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 any Warrant beneficially owned by such Holder or any of its AffiliatesAffiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial ownership shall be calculated 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, it being acknowledged by each Holder that neither the Warrant Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the 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 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by a Holder together with any AffiliatesAffiliates and Attribution Parties) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase a Notice of Exercise shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any AffiliatesAffiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by such Holderexercises of a Warrant that are in non-compliance with the Beneficial Ownership Limitation. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a 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 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 the Company’s transfer agent 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 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, including a Warrant, by the Holder or its Affiliates or Attribution Parties 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 the Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of such Warrant held by the Holder and the provisions of this Section 6 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company and shall only be effective with regard to such Holder. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph Section 6 shall apply to a successor Holder.

Limitations on Exercise. Neither Notwithstanding anything to the contrary contained herein, the number of Warrant Agent nor Shares that may be acquired by the Company shall effect Holder upon any exercise of any Warrant, and no Holder this Warrant (or otherwise in respect hereof) shall have the right to exercise any portion of a Warrant, be limited to the extent that after giving effect necessary to the issuance of shares of Common Stock after insure that, following such exercise as set forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405 under the Securities Actor other issuance), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates), would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock then beneficially owned by a such Holder and its Affiliates shall include 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 exercise of the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned by exercise). For such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6purposes, beneficial ownership shall be calculated 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, it being acknowledged by each the Holder that neither the Warrant Agent nor the Company is not representing to such the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6 11 applies, the determination of whether a this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which a 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 (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of a this Warrant is exercisable, subject to such aggregate percentage limitation, and neither the Warrant Agent nor the Company shall have any no obligation to verify or confirm the accuracy of such determination and neither of them determination. This provision shall have any liability for any error made by such Holder. In addition, 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. For purposes of this Section 6, in determining the number of outstanding shares of Common Stock, a 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 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 the Company’s transfer agent setting forth not restrict the number of shares of Common Stock outstandingwhich a Holder may receive or beneficially own in order to determine * For certain investors this section will be deleted in its entirety. The provisions ** For one investor this percentage will be 4.999%. the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. This Section 6 11 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6 to correct this subsection (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall not apply to a successor HolderHolders who as of the Closing Date beneficially own in excess of 10% of the total number of issued and outstanding shares of Common Stock.