Common use of Limitations on Exercise Clause in Contracts

Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (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 to the Holder upon exercise of this Warrant and other derivative securities). 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 4(e) of this Warrant. This restriction may not be waived or amended by agreement of the parties.

Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares Warrant Shares that may be acquired by the Holder Warrantholder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder Warrantholder and its affiliates Affiliates and any other persons Persons whose beneficial ownership of Common Stock would be aggregated with the HolderWarrantholder's for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (the “"Exchange Act”"), does not exceed 4.9999.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable to the Holder upon exercise of this Warrant and other derivative securitiessuch exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as transaction contemplated in by Section 4(e) 8 of this Warrant. This restriction may not be waived or amended by agreement of the partieswaived.

Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates Affiliates and any other persons Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (the “Exchange Act”"EXCHANGE ACT"), does not exceed 4.9999.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable to the Holder upon exercise of this Warrant and other derivative securitiessuch exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 4(e) 9 of this Warrant. This restriction may not be waived or amended by agreement of the partieswaived.

Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder 1934 (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 to the Holder upon exercise of this the Warrant and other derivative securities). 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 4(e) of this Warrant. This restriction may not be waived or amended by agreement of the parties.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the number of shares Warrant Shares that may be acquired by the Holder Warrantholder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder Warrantholder and its affiliates Affiliates and any other persons Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's Warrantholder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (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 to the Holder upon exercise of this Warrant and other derivative securitiessuch exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder Warrantholder 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 transaction contemplated in by Section 4(e) 8 of this Warrant. This restriction By written notice to the Company, the Warrantholder may waive the provisions of this Section 18(a), but any such waiver will not be waived or amended by agreement effective until the 61st day after delivery of the partiessuch notice, nor will any such waiver affect any other Warrantholder.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the number of shares Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder's ’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (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 to the Holder upon exercise of this Warrant and other derivative securitiessuch exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated any transaction described in Section 4(e4(b) hereof. By written notice to the Company, the Holder may waive the provisions of this Warrant. This restriction may Section 14(a), but any such waiver will not be waived or amended by agreement effective until the 61st day after delivery of the partiessuch notice, nor will any such waiver effect any other Holder.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the number of shares Shares that may be acquired by the Holder Warrantholder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock common stock of the Company then beneficially owned by such Holder Warrantholder and its affiliates and any other persons person or entity whose beneficial ownership of Common Stock such common stock would be aggregated with the HolderWarrantholder's for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder 1934 (the “"Exchange Act”"), does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock common stock of the Company (including for such purpose the shares of Common Stock common stock issuable to the Holder upon exercise of this Warrant and other derivative securitiessuch exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock common stock which a Holder Warrantholder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder Warrantholder may receive in the event of a Fundamental Transaction as transaction contemplated in by Section 4(e) 2.1 of this Warrant. This restriction By written notice to the Company, a Warrantholder may waive the provisions of this Section 1.3(a) as to itself but any such waiver will not be waived effective until the 61st day after delivery thereof and such waiver shall have no effect on any other person or amended by agreement of the partiesentity.

Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (the “Exchange Act”), does not exceed 4.9999.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable to the Holder upon exercise of this Warrant and other derivative securitiessuch exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 4(e) 9 of this Warrant. This restriction The provisions of this Section 11 may not be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, and the provisions of this Section 11 shall continue to apply until such 61st day (or amended such later date, as determined by agreement such Holder, as may be specified in such notice of the partieswaiver).

Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates Affiliates and any other persons Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (the “"Exchange Act”"), does not exceed 4.9999.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable to the Holder upon exercise of this Warrant and other derivative securitiessuch exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 4(e) 9 of this Warrant. This restriction may not be waived or amended by agreement of the partieswaived.

Limitations on Exercise. Notwithstanding Unless the registered holder elects otherwise in writing at the time of the initial issuance of the Warrants, notwithstanding anything to the contrary contained herein, the number of shares Warrant Shares that may be acquired by the Holder registered holder upon any exercise of this Warrant Warrants (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder holder and its affiliates Affiliates and any other persons Persons whose beneficial ownership of Common Stock would be aggregated with the Holderholder's for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), does not exceed 4.9999.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable to the Holder upon exercise of this Warrant and other derivative securitiessuch exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder registered holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder holder may receive in the event of a Fundamental Transaction as transaction contemplated in by Section 4(e) 4 of this WarrantWarrant Agreement. This restriction may not be waived or amended by agreement of the partieswaived.

Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares Warrant Shares that may be acquired by the Holder Warrantholder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock Ordinary Shares then beneficially owned by such Holder Warrantholder and its affiliates Affiliates (as such term is defined in the Subscription Agreement) and any other persons person or entity whose beneficial ownership of Common Stock Ordinary Shares would be aggregated with the Holder's Warrantholder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (the “Exchange Act”), does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock Ordinary Shares (including for such purpose the shares of Common Stock Ordinary Shares issuable to the Holder upon exercise of this Warrant and other derivative securitiessuch exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock Ordinary Shares which a Holder Warrantholder 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 transaction contemplated in by Section 4(e) 8 of this Warrant. This restriction By written notice to the Company, the Warrantholder may waive the provisions of this Section 19, but any such waiver will not be waived or amended by agreement effective until the 61st day after delivery of the partiessuch notice, nor will any such waiver effect any other Warrantholder.

Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the number of shares Warrant Shares that may be acquired by the Holder Warrantholder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder Warrantholder and its affiliates Affiliates and any other persons Persons whose beneficial ownership of Common Stock would be aggregated with the HolderWarrantholder's for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder amended (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 to the Holder upon exercise of this Warrant and other derivative securitiessuch exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder Warrantholder 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 transaction contemplated in by Section 4(e) 8 of this Warrant. This restriction By written notice to the Company, the Warrantholder may waive the provisions of this Section 20(a), but any such waiver will not be waived or amended by agreement effective until the 61st day after delivery of the partiessuch notice, nor will any such waiver effect any other Warrantholder.

Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the number of shares Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder's ’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), does not exceed 4.9999.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose purposes the shares of Common Stock issuable to the Holder upon exercise of this Warrant and other derivative securitiessuch exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction merger, sale or other transaction as contemplated in Section 4(e7(c) of this Warrant. This restriction By written notice to the Company, the Holder may waive the provision of this Section 12 as to itself, but any such waiver shall not be waived or amended by agreement of effective until the parties61st day after delivery thereof.”