Common use of Limitations on Exercise Clause in Contracts

Limitations on Exercise. Subject to the last sentence of this Subsection 1(e), the Company shall not effect the exercise of this Warrant, and the Registered Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Registered Holder (together with such Registered Holder’s Affiliates and any other Persons acting as a group together) would beneficially own in excess of 9.999% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, 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 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this 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 Fundamental Transaction.

Limitations on Exercise. Subject 8.1 Notwithstanding anything to the last sentence contrary contained herein, the number of this Subsection 1(eWarrant Shares that may be acquired by the registered holder upon any exercise of the Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such exercise (or other issuance), the Company shall not effect the exercise of this Warrant, and the Registered Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Registered Holder (together with such Registered Holder’s Affiliates and any other Persons acting as a group together) would beneficially own in excess of 9.999% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate total number of shares of Common Stock then beneficially owned by such Person the registered holder and its Affiliates shall include affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the registered 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 this Warrant such exercise). For such purposes, beneficial ownership shall be determined in accordance with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (iSection 13(d) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person Exchange Act and its Affiliates the rules and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained hereinregulations promulgated thereunder. For purposes of this WarrantSection 8.1, in determining the number of outstanding shares of Common Stock, the Registered Holder a registered holder may rely on the number of outstanding shares of Common Stock as reflected in (1A) the Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission, as the case may be, (2B) a more recent public announcement by the Company or (3C) any other a more recent written 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 Upon the written or oral request of the Registered Holder, where such request indicates that it is being made pursuant to this Warranta registered holder, the Company shall within one (1) Trading Day two trading days confirm orally and in writing to the Registered Holder 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 Warrantsthis Warrant, by the Registered Holder and registered holder or its Affiliates affiliates since the date as of which such number of outstanding shares of Common Stock was reported. Upon delivery 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 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 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 obligation to issue such shares shall terminate. 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 registered holder may receive in the event of a Fundamental Transaction as contemplated in Section 4.3 of this Agreement. By written notice to the Company, the Registered Holder registered holder may from time to time increase or decrease waive 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) provisions of this Section but any such increase in the Maximum Percentage waiver will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company and (ii) Company, nor will any such increase or decrease will apply only to the Registered Holder and not to waiver affect any other holder of Warrantsregistered holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage It 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) responsibility of the 1934 Act. No prior inability Warrant Agent to exercise monitor the limitations on exercises imposed by 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this 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 Fundamental TransactionSection 8.1.

Limitations on Exercise. Subject Notwithstanding anything to the last sentence of this Subsection 1(e)contrary herein, the Company shall not effect the any exercise of this Warrant, and the Registered Holder holder shall not have the right be entitled to exercise this Warrant, to the extent for a number of Warrant Shares in excess of that after number of Warrant Shares which, upon giving effect or immediately prior to such exercise, such Registered Holder would cause (together with such Registered Holder’s Affiliates and any other Persons acting as a group togetheri) would beneficially own in excess of 9.999% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and the Holder, its Affiliates shall include and any Persons who are members of a Section 13(d) group with such Holder or its Affiliates to exceed [4.99][19.99]% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remainingCompany following such exercise, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person the Holder and its Affiliates (includingand any other Persons who are members of a Section 13(d) group with such Holder or its Affiliates to exceed the Maximum Percentage of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of this paragraph, without limitation, any convertible notes or convertible preferred stock or warrantsbeneficial ownership and whether a Holder is a member of a Section 13(d) subject to a limitation on conversion or exercise analogous to group shall be calculated and determined in accordance with Section 13(d) of the limitation contained hereinExchange Act and the rules promulgated thereunder. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, filed with the Commission prior to the date hereof, (2y) a more recent public announcement by the Company or (3z) any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon 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 three (13) Trading Day Days confirm orally and in writing or by electronic mail 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 Warrantsthis Warrant, 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 By 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 not in excess of 19.99% 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 WarrantsCompany. For purposes of claritythis Section 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 include the shares of Common Stock issuable pursuant to upon: (x) the terms exercise of this Warrant in excess with respect to which such determination is being made plus the remaining unexercised and non-cancelled portion of this 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 Maximum Percentage shall not be deemed to be 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 Registered Holder for or any purpose including for purposes of its Affiliates and other Persons who are members of a Section 13(d) group with such Holder or Rule 16a-1(a)(1) its Affiliates that do not have voting power (including without limitation any securities of the 1934 Act. No prior inability Company which would entitle the holder thereof to exercise this Warrant pursuant 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 this paragraph receive, Common Stock), but shall have exclude any effect on the applicability of the provisions of this paragraph with respect such securities subject to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) further limitation on conversion or exercise analogous to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this 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 Fundamental Transactionherein.

Limitations on Exercise. Subject (a) Notwithstanding anything to the last sentence of this Subsection 1(econtrary contained herein (but subject to Section 11(b)), the Company shall not effect the any exercise of this Warrant, and the Registered Holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant Shares in excess of that number of Warrant Shares that, to the extent that after upon giving effect or immediately prior to such exercise, such Registered Holder would cause (together with such Registered Holder’s Affiliates and any other Persons acting as a group togetheri) would beneficially own in excess of 9.999% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and the Holder, 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% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remainingCompany following such exercise, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person the Holder and its Affiliates (including, without limitation, and any convertible notes or convertible preferred stock or warrantsother Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) subject of the Exchange Act to a limitation on conversion or exercise analogous to exceed 9.99% of the limitation contained hereincombined 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 Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company’s most recent Form 10-K, Proxy Statement, Q or Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange CommissionK, as the case may be, filed with the Commission prior to the date hereof, (2y) a more recent public announcement by the Company or (3z) 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 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 three (13) Trading Day Days confirm orally and in writing or by electronic mail 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 Warrantsthis Warrant, 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 claritythis 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 pursuant to upon the terms exercise of this Warrant in excess with respect to which such determination is being made, but shall exclude the number of shares of Common Stock that would be issuable upon (x) exercise of the Maximum Percentage shall remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not be deemed have voting power (including without limitation any securities of the Company that would entitle the holder thereof to be 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 the Registered Holder for or any purpose including of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Exchange 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this 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 Fundamental Transaction.

Limitations on Exercise. Subject (a) Notwithstanding anything to the last sentence of this Subsection 1(e)contrary herein, the Company shall not effect the any exercise of this Warrant, and the Registered Holder holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant ADSs in excess of that number of Warrant ADSs which, to the extent that after upon giving effect or immediately prior to such exercise, such Registered Holder would cause (together with such Registered i) the aggregate number of Ordinary Shares beneficially owned by the Holder’s , its Affiliates and any other Persons acting as who are members of a Section 13(d) group together) would beneficially own in excess of 9.999with such Holder or its Affiliates to exceed 9.99% (the “‘‘Maximum Percentage”) of the shares total number of Common Stock issued and outstanding immediately after giving effect Ordinary Shares of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially owned 4846-2431-8974 v.13 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 to exceed the Maximum Percentage of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of the foregoing sentencethis paragraph, the aggregate number beneficial ownership and whether a holder is a member of shares of Common Stock beneficially owned by such Person a Section 13(d) group shall be calculated and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant determined in accordance with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (iSection 13(d) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person Exchange Act and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained hereinrules promulgated thereunder. For purposes of this Warrant, in determining the number of outstanding shares of Common StockOrdinary Shares (including Ordinary Shares underlying outstanding ADSs), the Registered Holder may rely on the number of outstanding shares of Common Stock Ordinary Shares as reflected in (1x) the Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 86-K reporting quarterly financial results of the Company or other public filing with the Securities and Exchange CommissionAnnual Report on Form 20-F, as the case may be, filed with the Commission prior to the date hereof, (2y) a more recent public announcement by the Company or (3z) any other notice by the Company Company, the transfer agent for the Ordinary Shares or the Company’s transfer agent Depositary setting forth the number of shares of Common Stock outstandingOrdinary Shares outstanding (including Ordinary Shares underlying outstanding ADSs). For any reason at any time, upon 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 three (13) Trading Day Days confirm orally and in writing or by electronic mail to the Registered Holder the number of shares of Common Stock Ordinary Shares then outstandingoutstanding (including Ordinary Shares underlying outstanding ADSs). In any case, the number of outstanding shares of Common Stock Ordinary Shares (including Ordinary Shares underlying outstanding ADSs) shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Registered Holder and its Affiliates since the date as of which such number of outstanding shares of Common Stock Ordinary Shares was reported. Upon delivery of a By 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 not in excess of 19.99% 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 WarrantsCompany. For purposes of claritythis Section 1l(a), the shares aggregate number of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be Ordinary Shares or voting securities beneficially owned by the Registered Holder for and its Affiliates and any purpose including for purposes other Persons who are members of a Section 13(d) group with such Holder or Rule 16a-1(a)(1its Affiliates shall include the ADSs (and underlying Warrant Shares) issuable upon (x) the exercise 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 which such determination is being made, but shall exclude the number of exercisability. The provisions Warrant ADSs which would be issuable upon exercise of this paragraph shall be construed the remaining unexercised and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any non-cancelled portion of this paragraph Warrant by the Holder and (y) the exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company 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 ADSs or inconsistent with Ordinary 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 intended beneficial ownership holder thereof to receive, ADSs or Ordinary Shares), is subject to a limitation on conversion or exercise analogous to the limitation contained in this Subsection 1(e) herein and is beneficially owned by the Holder or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this Subsection 1(e) shall not apply to exercises any of this Warrant that occur prior to its Affiliates and expressly in connection with the Company’s consummation other Persons who are members of a Fundamental TransactionSection 13(d) group with such Holder or its Affiliates.

Limitations on Exercise. Subject (a) Notwithstanding anything to the last sentence of this Subsection 1(e)contrary herein, the Company shall not effect the any exercise of this Warrant, and the Registered Holder holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant ADSs in excess of that number of Warrant ADSs which, to the extent that after upon giving effect or immediately prior to such exercise, such Registered Holder would cause (together with such Registered i) the aggregate number of Ordinary Shares beneficially owned by the Holder’s , its Affiliates and any other Persons acting as who are members of a Section 13(d) group together) would beneficially own in excess of 9.999with such Holder or its Affiliates to exceed 9.99% (the “‘‘Maximum Percentage”) of the shares total number of Common Stock issued and outstanding immediately after giving effect to Ordinary Shares of the Company following such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person the Holder and its Affiliates (includingand any other Persons who are members of a Section 13(d) group with such Holder or its Affiliates to exceed the Maximum Percentage of the combined voting 4853-3746-0046 v.3 power of all of the securities of the Company then outstanding following such exercise. For purposes of this paragraph, without limitation, any convertible notes or convertible preferred stock or warrantsbeneficial ownership and whether a holder is a member of a Section 13(d) subject to a limitation on conversion or exercise analogous to group shall be calculated and determined in accordance with Section 13(d) of the limitation contained hereinExchange Act and the rules promulgated thereunder. For purposes of this Warrant, in determining the number of outstanding shares of Common StockOrdinary Shares (including Ordinary Shares underlying outstanding ADSs), the Registered Holder may rely on the number of outstanding shares of Common Stock Ordinary Shares as reflected in (1x) the Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 86-K reporting quarterly financial results of the Company or other public filing with the Securities and Exchange CommissionAnnual Report on Form 20-F, as the case may be, filed with the Commission prior to the date hereof, (2y) a more recent public announcement by the Company or (3z) any other notice by the Company Company, the transfer agent for the Ordinary Shares or the Company’s transfer agent Depositary setting forth the number of shares of Common Stock outstandingOrdinary Shares outstanding (including Ordinary Shares underlying outstanding ADSs). For any reason at any time, upon 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 three (13) Trading Day Days confirm orally and in writing or by electronic mail to the Registered Holder the number of shares of Common Stock Ordinary Shares then outstandingoutstanding (including Ordinary Shares underlying outstanding ADSs). In any case, the number of outstanding shares of Common Stock Ordinary Shares (including Ordinary Shares underlying outstanding ADSs) shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Registered Holder and its Affiliates since the date as of which such number of outstanding shares of Common Stock Ordinary Shares was reported. Upon delivery of a By 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 not in excess of 19.99% 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 WarrantsCompany. For purposes of claritythis Section 1l(a), the shares aggregate number of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be Ordinary Shares or voting securities beneficially owned by the Registered Holder for and its Affiliates and any purpose including for purposes other Persons who are members of a Section 13(d) group with such Holder or Rule 16a-1(a)(1its Affiliates shall include the ADSs (and underlying Warrant Shares) issuable upon (x) the exercise 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 which such determination is being made, but shall exclude the number of exercisability. The provisions Warrant ADSs which would be issuable upon exercise of this paragraph shall be construed the remaining unexercised and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any non-cancelled portion of this paragraph Warrant by the Holder and (y) the exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company 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 ADSs or inconsistent with Ordinary 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 intended beneficial ownership holder thereof to receive, ADSs or Ordinary Shares), is subject to a limitation on conversion or exercise analogous to the limitation contained in this Subsection 1(e) herein and is beneficially owned by the Holder or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this Subsection 1(e) shall not apply to exercises any of this Warrant that occur prior to its Affiliates and expressly in connection with the Company’s consummation other Persons who are members of a Fundamental TransactionSection 13(d) group with such Holder or its Affiliates.

Limitations on Exercise. Subject to the last sentence of this Subsection Section 1(e), the Company shall not effect the exercise of this Warrant, and the Registered Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Registered Holder (together with such Registered Holder’s Affiliates and any other Persons acting as a group together) would beneficially own in excess of 9.999% [9.999]%1 (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, 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 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection Section 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection Section 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this Subsection Section 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 Fundamental Transaction.]

Limitations on Exercise. Subject (a) Notwithstanding anything to the last sentence of this Subsection 1(e)contrary herein, unless and until the Stockholder Approval is obtained, the Company shall not effect the any exercise of this Warrant, and the Registered Holder holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant Shares in excess of that number of Warrant Shares which, to the extent that after upon giving effect or immediately prior to such exercise, such Registered Holder would cause (together with such Registered Holder’s Affiliates and any other Persons acting as a group togetheri) would beneficially own in excess of 9.999% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and the Holder, its Affiliates shall include and any Persons who are members of a Section 13(d) group with such Holder or its Affiliates to exceed [4.99%/9.99%/19.99%] (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remainingCompany following such exercise, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person the Holder and its Affiliates (includingand any other Persons who are members of a Section 13(d) group with such Holder or its Affiliates to exceed the Maximum Percentage of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of this paragraph, without limitation, any convertible notes or convertible preferred stock or warrantsbeneficial ownership and whether a holder is a member of a Section 13(d) subject to a limitation on conversion or exercise analogous to group shall be calculated and determined in accordance with Section 13(d) of the limitation contained hereinExchange Act and the rules promulgated thereunder. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, filed with the Commission prior to the date hereof, (2y) a more recent public announcement by the Company or (3z) any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon 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 three (13) Trading Day Days confirm orally and in writing or by electronic mail 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 Warrantsthis Warrant, 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 By 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 not in excess of 19.99% 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 WarrantsCompany. For purposes of claritythis 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 who are members of a Section 13(d) group with such Holder or its Affiliates shall include the shares of Common Stock issuable pursuant to upon: (x) the terms exercise of this Warrant in excess with respect to which such determination is being made plus the remaining unexercised and non-cancelled portion of this 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 Maximum Percentage shall not be deemed to be 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 Registered Holder for or any purpose including for purposes of its Affiliates and other Persons who are members of a Section 13(d) group with such Holder or Rule 16a-1(a)(1) its Affiliates that do not have voting power (including without limitation any securities of the 1934 Act. No prior inability Company which would entitle the holder thereof to exercise this Warrant pursuant 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 this paragraph receive, Common Stock), but shall have exclude any effect on the applicability of the provisions of this paragraph with respect such securities subject to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) further limitation on conversion or exercise analogous to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this 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 Fundamental Transactionherein.

Limitations on Exercise. Subject (a) Notwithstanding anything to the last sentence of this Subsection 1(e)contrary contained herein, the Company shall not effect the any exercise of this Warrant, and the Registered Holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant Shares in excess of that number of Warrant Shares which, to the extent that after upon giving effect or immediately prior to such exercise, such Registered Holder would cause (together with such Registered Holder’s Affiliates and any other Persons acting as a group togetheri) would beneficially own in excess of 9.999% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and the Holder, 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% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remainingCompany following such exercise, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person the Holder and its Affiliates (including, without limitation, and any convertible notes or convertible preferred stock or warrantsother Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) subject of the Exchange Act to a limitation on conversion or exercise analogous to exceed 9.99% of the limitation contained hereincombined 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 Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company’s most recent Form 10-K, Proxy Statement, Q or Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange CommissionK, as the case may be, filed with the Commission prior to the Exercise Date, (2y) a more recent public announcement by the Company or (3z) any other notice by the Company or the Company’s transfer agent its Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon 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) three Trading Day Days confirm orally and in writing or by electronic mail 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 Warrantsthis Warrant, 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 By written notice to the Company, the Registered Holder may from time to time increase or decrease the Maximum Percentage to any other percentage as percentage, not in excess of 19.99%, 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 or decrease will not be effective until the sixty-first (61st) 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 WarrantsCompany. For purposes of claritythis 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 pursuant to upon the terms exercise of this Warrant in excess 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 Maximum Percentage shall remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not be deemed have voting power (including without limitation any securities of the Company which would entitle the holder thereof to be 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 the Registered Holder for or any purpose including of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Exchange 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this 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 Fundamental Transaction.

Limitations on Exercise. Subject (a) Notwithstanding anything to the last sentence of this Subsection 1(e)contrary contained herein, the Company shall not effect the any exercise of this Warrant, and the Registered Holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant Shares in excess of that number of Warrant Shares which, to the extent that after upon giving effect or immediately prior to such exercise, such Registered Holder would cause (together with such Registered Holder’s Affiliates and any other Persons acting as a group togetheri) would beneficially own in excess of 9.999% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and the Holder, 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 4.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remainingCompany following such exercise, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person the Holder and its Affiliates (including, without limitation, and any convertible notes or convertible preferred stock or warrantsother Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) subject of the Exchange Act to a limitation on conversion or exercise analogous to exceed 4.99% of the limitation contained hereincombined voting power of all of the securities of the Company then 56 outstanding following such exercise. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company’s most recent Form 10-K, Proxy Statement, Q or Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange CommissionK, as the case may be, filed with the Commission prior to the date hereof, (2y) a more recent public announcement by the Company or (3z) 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 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 three (13) Trading Day Days confirm orally and in writing or by electronic mail 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 Warrantsthis Warrant, 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 By 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 not in excess of 19.99% 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 WarrantsCompany. For purposes of claritythis 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 pursuant to upon the terms exercise of this Warrant in excess 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 Maximum Percentage shall remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not be deemed have voting power (including without limitation any securities of the Company which would entitle the holder thereof to be 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 the Registered Holder for or any purpose including of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Exchange 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this 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 Fundamental Transaction.

Limitations on Exercise. Subject (a) Notwithstanding anything to the last sentence of this Subsection 1(e)contrary contained herein, the Company shall not effect the any exercise of this Warrant, and the Registered Holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant Shares in excess of that number of Warrant Shares which, to the extent that after upon giving effect or immediately prior to such exercise, such Registered Holder would cause (together with such Registered Holder’s Affiliates and any other Persons acting as a group togetheri) would beneficially own in excess of 9.999% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person 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 4.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remainingCompany following such exercise, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person the Holder and its Affiliates (including, without limitation, and any convertible notes or convertible preferred stock or warrantsother Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) subject of the Exchange Act to a limitation on conversion or exercise analogous to exceed 4.99% of the limitation contained hereincombined 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 Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company’s most recent Form 10-K, Proxy Statement, Q or Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange CommissionK, as the case may be, filed with the Commission prior to the date hereof, (2y) a more recent public announcement by the Company or (3z) 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 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 three (13) Trading Day Days confirm orally and in writing or by electronic mail 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 Warrantsthis Warrant, 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 By 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 WarrantsCompany. For purposes of claritythis 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 pursuant to upon the terms exercise of this Warrant in excess 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 Maximum Percentage shall remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not be deemed have voting power (including without limitation any securities of the Company which would entitle the holder thereof to be 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 the Registered Holder for or any purpose including of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Exchange 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this 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 Fundamental Transaction.

Limitations on Exercise. Subject to the last sentence of this Subsection Section 1(e), the Company shall not effect the exercise of this Warrant, and the Registered Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Registered Holder (together with such Registered Holder’s Affiliates and any other Persons acting as a group together) would beneficially own in excess of 9.999% [9.999]%1 (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, 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 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the 1 Insert Maximum Percentage as indicated on the Buyer’s signature page attached to the Securities Purchase Agreement. terms of this Subsection Section 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection Section 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this Subsection Section 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 Fundamental Transaction.]

Limitations on Exercise. Subject (a) Notwithstanding anything to the last sentence of this Subsection 1(e)contrary contained herein, the Company shall not effect the any exercise of this Warrant, and the Registered Holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant Shares in excess of that number of Warrant Shares which, to the extent that after upon giving effect or immediately prior to such exercise, such Registered Holder would cause (together with such Registered Holder’s Affiliates and any other Persons acting as a group togetheri) would beneficially own in excess of 9.999% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and the Holder, 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 4.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remainingCompany following such exercise, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person the Holder and its Affiliates (including, without limitation, and any convertible notes or convertible preferred stock or warrantsother Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) subject of the Exchange Act to a limitation on conversion or exercise analogous to exceed 4.99% of the limitation contained hereincombined 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 Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company’s most recent Form 10-K, Proxy Statement, Q or Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange CommissionK, as the case may be, filed with the Commission prior to the date hereof, (2y) a more recent public announcement by the Company or (3z) 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 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 three (13) Trading Day Days confirm orally and in writing or by electronic mail 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 Warrantsthis Warrant, 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 By written notice to the Company, the Registered Holder may from time to time increase or decrease the Maximum Percentage to any other percentage as percentage, not in excess of 19.99%, 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 WarrantsCompany. For purposes of claritythis 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 pursuant to upon the terms exercise of this Warrant in excess 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 Maximum Percentage shall remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not be deemed have voting power (including without limitation any securities of the Company which would entitle the holder thereof to be 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 the Registered Holder for or any purpose including of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Exchange 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this 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 Fundamental Transaction.

Limitations on Exercise. Subject (a) Notwithstanding anything to the last sentence of this Subsection 1(e)contrary contained herein, the Company shall not effect the any exercise of this Warrant, and the Registered Holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant Shares in excess of that number of Warrant Shares which, to the extent that after upon giving effect or immediately prior to such exercise, such Registered Holder would cause (together i) the aggregate number of shares of Common Stock beneficially owned as calculated in accordance with such Registered Section 13(d) of the United States Securities Exchange Act of 1934, as amended, by the Holder’s , its Affiliates and any other Persons acting as who are members of a Section 13(d) group together) would beneficially own in excess of 9.999with such Holder or its Affiliates to exceed 4.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock outstanding immediately after giving effect to of the Company following such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person the Holder and its Affiliates (including, without limitation, and any convertible notes other Persons who are members of a Section 13(d) group with such Holder or convertible preferred stock or warrants) subject its Affiliates to a limitation on conversion or exercise analogous to exceed the limitation contained hereinMaximum Percentage 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 Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, filed with the Commission prior to the date hereof, (2y) a more recent public announcement by the Company or (3z) any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon 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 three (13) Trading Day Days confirm orally and in writing or by electronic mail 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 Warrantsthis Warrant, 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 By 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 not in excess of 19.99% 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 WarrantsCompany. For purposes of claritythis 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 who are members of a Section 13(d) group with such Holder or its Affiliates shall include the shares of Common Stock issuable pursuant to upon (x) the terms exercise of this Warrant in excess 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 Maximum Percentage shall remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) the exercise or conversion of the unexercised, non‑converted or non-cancelled portion of any other securities of the Company that do not be deemed have voting power (including without limitation any securities of the Company which would entitle the holder thereof to be 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 the Registered Holder for or any purpose including for purposes of its Affiliates and other Persons who are members of a Section 13(d) group with such Holder 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this 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 Fundamental Transactionits Affiliates.

Limitations on Exercise. Subject (a) Notwithstanding anything to the last sentence of this Subsection 1(e)contrary contained in any Section herein, the Company shall not effect the any exercise of this Warrant, and the Registered Holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant Shares in excess of that number of Warrant Shares which, to the extent that after upon giving effect to such exercise, such Registered Holder would cause (together with such Registered Holder’s Affiliates and any other Persons acting as a group togetheri) would beneficially own in excess of 9.999% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person 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 total number of issued and outstanding shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remainingCompany following such exercise, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person the Holder and its Affiliates (including, without limitation, and any convertible notes or convertible preferred stock or warrantsother Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) subject of the Exchange Act to a limitation on conversion or exercise analogous to exceed 9.99% of the limitation contained hereincombined 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 Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, filed with the Commission prior to the date hereof, (2y) a more recent public announcement by the Company or (3z) 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 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 three (13) Trading Day Days confirm orally and in writing or by electronic mail 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 Warrantsthis Warrant, 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 By 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 not in excess of 19.99% 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 WarrantsCompany. For purposes of claritythis 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 pursuant to upon the terms exercise of this Warrant in excess 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 Maximum Percentage shall remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not be deemed have voting power (including, without limitation, any securities of the Company which would entitle the holder thereof to be 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 the Registered Holder for or any purpose including of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Exchange 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this 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 Fundamental Transaction.

Limitations on Exercise. Subject to the last sentence of this Subsection Section 1(e), the Company shall not effect the exercise of this Warrant, and the Registered Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Registered Holder (together with such Registered Holder’s Affiliates and any other Persons acting as a group together) would beneficially own in excess of 9.999% [9.999]%6 (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, 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 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection Section 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection Section 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this Subsection Section 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 Fundamental TransactionTransaction.]7 6 Insert Maximum Percentage as indicated on the Buyer’s signature page attached to the Securities Purchase Agreement.

Limitations on Exercise. Subject (a) Notwithstanding anything to the last sentence of this Subsection 1(e)contrary contained herein, the Company shall not effect the any exercise of this Warrant, and the Registered Holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant Shares in excess of that number of Warrant Shares which, to the extent that after upon giving effect or immediately prior to such exercise, such Registered Holder would cause (together with such Registered Holder’s Affiliates and any other Persons acting as a group togetheri) would beneficially own in excess of 9.999% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and the Holder, 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 [4.99%][9.99%] (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remainingCompany following such exercise, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person the Holder and its Affiliates (including, without limitation, and any convertible notes or convertible preferred stock or warrantsother Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) subject of the Exchange Act to a limitation on conversion or exercise analogous to exceed 9.99% of the limitation contained hereincombined 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 Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company’s most recent Form 10-K, Proxy Statement, Q or Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange CommissionK, as the case may be, filed with the Commission prior to the Exercise Date, (2y) a more recent public announcement by the Company or (3z) any other notice by the Company or the Company’s transfer agent its Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon 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 three (13) Trading Day Days confirm orally and in writing or by electronic mail 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 Warrantsthis Warrant, 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 By written notice to the Company, the Registered Holder may from time to time increase or decrease the Maximum Percentage to any other percentage as percentage, not in excess of 19.99%, 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 or decrease 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 WarrantsCompany. For purposes of claritythis 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 pursuant to upon the terms exercise of this Warrant in excess 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 Maximum Percentage shall remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not be deemed have voting power (including without limitation any securities of the Company which would entitle the holder thereof to be 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 the Registered Holder for or any purpose including of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Exchange 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this 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 Fundamental Transaction.

Limitations on Exercise. Subject (i) Notwithstanding anything to the last sentence of this Subsection 1(e)contrary herein, the Company shall not effect the any exercise of this Warrant, and the Registered Holder Warrantholder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant Shares in excess of that number of Warrant Shares which, to the extent that after upon giving effect or immediately prior to such exercise, such Registered Holder would cause (together with such Registered Holder’s Affiliates and any other Persons acting as a group togetheri) would beneficially own in excess of 9.999% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and the Warrantholder, its Affiliates shall include (as defined below) and any Persons (as defined below) who are members of a Section 13(d) group with such Warrantholder or its Affiliates to exceed 9.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remainingCompany following such exercise, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person the Warrantholder and its Affiliates (includingand any other Persons who are members of a Section 13(d) group with such Warrantholder or its Affiliates to exceed the Maximum Percentage of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of this paragraph, without limitationbeneficial ownership and whether a Warrantholder is a member of a Section 13(d) group shall be calculated and determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to as amended and the limitation contained hereinrules promulgated thereunder. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Registered Holder Warrantholder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2y) a more recent public announcement by the Company or (3z) any other written 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 Upon the written or oral request of the Registered Holder, where such request indicates that it is being made pursuant to this WarrantWarrantholder, the Company shall within one three (13) Trading Day Days (as defined below) confirm orally and in writing or by electronic mail to the Registered Holder Warrantholder 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 Warrantsthis Warrant, by the Registered Holder and its Affiliates Warrantholder since the date as of which such number of outstanding shares of Common Stock was reported. Upon delivery of a By written notice to the Company, the Registered Holder Warrantholder may from time to time increase or decrease the Maximum Percentage to any other percentage as percentage, not in excess of 19.99%, 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 WarrantsCompany. For purposes of claritythis Section 1(e), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Warrantholder and its Affiliates and any other Persons who are members of a Section 13(d) group with such Warrantholder or its Affiliates shall include the shares of Common Stock issuable pursuant to upon (x) the terms exercise 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 which such determination is being made, but shall exclude the number of exercisability. The provisions shares of this paragraph shall Common Stock which would be construed issuable upon exercise of the remaining unexercised and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any non-cancelled portion of this paragraph Warrant by the Warrantholder and (y) the exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company 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 excluding such shares underlying such instrument which is subject to a limitation on conversion or exercise analogous to the limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this 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 Fundamental Transactionherein.

Limitations on Exercise. Subject (a) Notwithstanding anything to the last sentence of this Subsection 1(e)contrary herein, the Company shall not effect the any exercise of this Warrant, and the Registered Holder holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant ADSs in excess of that number of Warrant ADSs which, to the extent that after upon giving effect or immediately prior to such exercise, such Registered Holder would cause (together with such Registered i) the aggregate number of Ordinary Shares beneficially owned by the Holder’s , its Affiliates and any other Persons acting as who are members of a Section 4873-2715-9305 v.3 13(d) group together) would beneficially own in excess of 9.999with such Holder or its Affiliates to exceed 9.99% (the “‘‘Maximum Percentage”) of the shares total number of Common Stock issued and outstanding immediately after giving effect to Ordinary Shares of the Company following such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person the Holder and its Affiliates (includingand any other Persons who are members of a Section 13(d) group with such Holder or its Affiliates to exceed the Maximum Percentage of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of this paragraph, without limitation, any convertible notes or convertible preferred stock or warrantsbeneficial ownership and whether a holder is a member of a Section 13(d) subject to a limitation on conversion or exercise analogous to group shall be calculated and determined in accordance with Section 13(d) of the limitation contained hereinExchange Act and the rules promulgated thereunder. For purposes of this Warrant, in determining the number of outstanding shares of Common StockOrdinary Shares (including Ordinary Shares underlying outstanding ADSs), the Registered Holder may rely on the number of outstanding shares of Common Stock Ordinary Shares as reflected in (1x) the Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 86-K reporting quarterly financial results of the Company or other public filing with the Securities and Exchange CommissionAnnual Report on Form 20-F, as the case may be, filed with the Commission prior to the date hereof, (2y) a more recent public announcement by the Company or (3z) any other notice by the Company Company, the transfer agent for the Ordinary Shares or the Company’s transfer agent Depositary setting forth the number of shares of Common Stock outstandingOrdinary Shares outstanding (including Ordinary Shares underlying outstanding ADSs). For any reason at any time, upon 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 three (13) Trading Day Days confirm orally and in writing or by electronic mail to the Registered Holder the number of shares of Common Stock Ordinary Shares then outstandingoutstanding (including Ordinary Shares underlying outstanding ADSs). In any case, the number of outstanding shares of Common Stock Ordinary Shares (including Ordinary Shares underlying outstanding ADSs) shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Registered Holder and its Affiliates since the date as of which such number of outstanding shares of Common Stock Ordinary Shares was reported. Upon delivery of a By 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 not in excess of 19.99% 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 WarrantsCompany. For purposes of claritythis Section 1l(a), the shares aggregate number of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be Ordinary Shares or voting securities beneficially owned by the Registered Holder for and its Affiliates and any purpose including for purposes other Persons who are members of a Section 13(d) group with such Holder or Rule 16a-1(a)(1its Affiliates shall include the ADSs (and underlying Warrant Shares) issuable upon (x) the exercise 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 which such determination is being made, but shall exclude the number of exercisability. The provisions Warrant ADSs which would be issuable upon exercise of this paragraph shall be construed the remaining unexercised and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any non-cancelled portion of this paragraph Warrant by the Holder and (y) the exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company 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 ADSs or inconsistent with Ordinary 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 intended beneficial ownership holder thereof to receive, ADSs or Ordinary Shares), is subject to a limitation on conversion or exercise analogous to the limitation contained in this Subsection 1(e) herein and is beneficially owned by the Holder or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this Subsection 1(e) shall not apply to exercises any of this Warrant that occur prior to its Affiliates and expressly in connection with the Company’s consummation other Persons who are members of a Fundamental TransactionSection 13(d) group with such Holder or its Affiliates.

Limitations on Exercise. Subject Notwithstanding anything to the last sentence of this Subsection 1(e)contrary contained herein, the Company shall not effect the any exercise of this Warrant, and the Registered Holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant Shares in excess of that number of Warrant Shares which, to the extent that after upon giving effect or immediately prior to such exercise, such Registered Holder would cause (together with such Registered Holder’s Affiliates and any other Persons acting as a group togetheri) would beneficially own in excess of 9.999% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person the Holder and its Affiliates shall include the number and any other Persons whose beneficial ownership of shares of Common Stock issuable upon exercise would be aggregated with the Holder’s for purposes of this Warrant with respect Section 13(d) of the Exchange Act, to which exceed 19.99% (the determination “Maximum Percentage”) of such sentence is being made, but shall exclude the total number of issued and outstanding shares of Common Stock which would be issuable upon (i) exercise of the remainingCompany following such exercise, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person 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 to exceed 19.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise; provided, however, that the Holder shall be permitted to exercise this Warrant for a number of Warrant Shares in excess of the Maximum Percentage upon receipt of such approval as may be required by the applicable rules and regulations of The Nasdaq Stock Market, LLC (includingor any successor entity) (“Nasdaq”), without limitationif any, any convertible notes or convertible preferred stock or warrants) subject from the stockholders of the Company with respect to a limitation on conversion or exercise analogous change of control of the Company pursuant to Section 5635(b) of the limitation contained hereinListing Rules of Nasdaq resulting from the beneficial ownership in excess of 19.99% of the Company’s outstanding Common Stock upon the issuance of the Warrant Shares (“Stockholder Approval”). For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company’s most recent Form 10-K, Proxy Statement, Q or Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange CommissionK, as the case may be, filed with the Commission prior to the date hereof, (2y) a more recent public announcement by the Company or (3z) 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 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 three (13) Trading Day Days confirm orally and in writing or by electronic mail 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 Warrantsthis Warrant, 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 By written notice to the Company, the Registered Holder may from time to time increase or decrease the Maximum Percentage to any other percentage as not in excess of 19.99% 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 Company; provided, however, that the Holder shall be permitted to increase or decrease will apply only to the Registered Holder and not to any other holder Maximum Percentage upon receipt of WarrantsStockholder Approval. For purposes of claritythis Section 12(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 Shares 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 pursuant to upon the terms exercise of this Warrant in excess 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 Maximum Percentage shall remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not be deemed have voting power (including without limitation any securities of the Company which would entitle the holder thereof to be 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 the Registered Holder for or any purpose including of its Affiliates and other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Exchange 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this Subsection 1(e) This Section 12 shall not apply restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to exercises determine the amount of this Warrant securities or other consideration that occur prior to and expressly such Holder may receive in connection with the Company’s consummation event of a Fundamental TransactionTransaction as contemplated in Section 9(c) of this Warrant.

Limitations on Exercise. Subject (a) Notwithstanding anything to the last sentence of this Subsection 1(e)contrary contained in any Section herein, the Company shall not effect the any exercise of this Warrant, and the Registered Holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant Shares in excess of that number of Warrant Shares which, to the extent that after upon giving effect to such exercise, such Registered Holder would cause (together with such Registered Holder’s Affiliates and any other Persons acting as a group togetheri) would beneficially own in excess of 9.999% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person 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 (the “Attribution Parties”), to exceed 19.9% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remainingCompany following such exercise, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person the Holder and its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject Attribution Parties to a limitation on conversion or exercise analogous to exceed the limitation contained hereinMaximum Percentage 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 Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, filed with the Commission prior to the date hereof, (2y) a more recent public announcement by the Company or (3z) any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon 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 two (12) Trading Day Days confirm orally and in writing or by electronic mail to the Registered Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that the Holder and its 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. 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 Warrantsthis Warrant, 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 claritythis Section 11(a), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Attribution Parties shall include the shares of Common Stock issuable pursuant to upon the terms exercise of this Warrant in excess 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 Maximum Percentage shall remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not be deemed have voting power (including, without limitation, any securities of the Company which would entitle the holder thereof to be 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 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this 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 Fundamental Transactionits Attribution Parties.

Limitations on Exercise. Subject (a) Notwithstanding anything to the last sentence of this Subsection 1(e)contrary contained herein, the Company shall not effect the any exercise of this Warrant, and the Registered Holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant Shares in excess of that number of Warrant Shares which, to the extent that after upon giving effect or immediately prior to such exercise, such Registered Holder would cause (together with such Registered Holder’s Affiliates and any other Persons acting as a group togetheri) would beneficially own in excess of 9.999% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and the Holder, 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% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remainingCompany following such exercise, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person the Holder and its Affiliates (including, without limitation, and any convertible notes or convertible preferred stock or warrantsother Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) subject of the Exchange Act to a limitation on conversion or exercise analogous to exceed 9.99% of the limitation contained hereincombined 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 Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company’s most recent Form 10-K, Proxy Statement, Q or Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange CommissionK, as the case may be, filed with the Commission prior to the date hereof, (2y) a more recent public announcement by the Company or (3z) 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 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 three (13) Trading Day Business Days confirm orally and in writing or by electronic mail 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 Warrantsthis Warrant, 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 By 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 not in excess of 19.99% 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 WarrantsCompany. For purposes of claritythis 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 pursuant to upon the terms exercise of this Warrant in excess 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 Maximum Percentage shall remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not be deemed have voting power (including without limitation any securities of the Company which would entitle the holder thereof to be 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 the Registered Holder for or any purpose including of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Exchange 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this 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 Fundamental Transaction.

Limitations on Exercise. Subject (a) Notwithstanding anything to the last sentence of this Subsection 1(e)contrary contained herein, the Company shall not effect the any exercise of this Warrant, and the Registered Holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant Shares in excess of that number of Warrant Shares which, to the extent that after upon giving effect or immediately prior to such exercise, such Registered Holder would cause (together with such Registered Holder’s Affiliates and any other Persons acting as a group togetheri) would beneficially own in excess of 9.999% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person 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 4.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remainingCompany following such exercise, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person the Holder and its Affiliates (including, without limitation, and any convertible notes or convertible preferred stock or warrantsother Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) subject of the Exchange Act to a limitation on conversion or exercise analogous to exceed 4.99% of the limitation contained hereincombined 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 Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company’s most recent Form 10-K, Proxy Statement, Q or Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange CommissionK, as the case may be, filed with the Commission prior to the date hereof, (2y) a more recent public announcement by the Company or (3z) any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon 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 three (13) Trading Day Days confirm orally and in writing or by electronic mail 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 Warrantsthis Warrant, 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 By written notice to the Company, the Registered Holder may from time to time increase or decrease the Maximum Percentage to any other percentage as not in excess of 19.99% 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 WarrantsCompany. For purposes of claritythis 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 pursuant to upon the terms exercise of this Warrant in excess 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 Maximum Percentage shall remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not be deemed have voting power (including any securities of the Company which would entitle the holder thereof to be acquire at any time Common Stock, including 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 the Registered Holder for or any purpose including of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Exchange 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this 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 Fundamental Transaction.

Limitations on Exercise. Subject to the last sentence of this Subsection Section 1(e), the Company shall not effect the exercise of this Warrant, and the Registered Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Registered Holder (together with such Registered Holder’s Affiliates and any other Persons acting as a group together) would beneficially own in excess of 9.999% [9.999]%6 (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, 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 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection Section 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection Section 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this Subsection Section 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 Fundamental Transaction.]

Limitations on Exercise. Subject to the last sentence of this Subsection 1(e), the The Company shall not effect the exercise of this Warrant, and the Registered Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Registered Holder Person (together with such Registered HolderPerson’s Affiliates and any other Persons acting as a group togetheraffiliates) would beneficially own in excess of 9.9994.99% (the “Maximum Percentage”) of the shares of Common Stock Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock Shares beneficially owned by such Person and its Affiliates affiliates shall include the number of shares of Common Stock Shares issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock Shares which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its Affiliates affiliates (including, without limitation, any convertible notes or convertible preferred stock 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 paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Warrant, in determining the number of outstanding shares of Common StockShares, the Registered Holder may rely on the number of outstanding shares of Common Stock Shares as reflected in the most recent of (1) the Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K Q 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 or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock Shares 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 two (12) Trading Day Business Days confirm orally and in writing to the Registered Holder the number of shares of Common Stock Shares then outstanding. In any case, the number of outstanding shares of Common Stock Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantsthis Warrant, by the Registered Holder and its Affiliates affiliates since the date as of which such number of outstanding shares of Common Stock Shares was reported. Upon delivery of a By written notice to the Company, the Registered Holder may from time to time increase or decrease the Maximum Percentage to any other percentage as not in excess of 19.99% 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 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 exercisabilityHolder. The provisions of this paragraph shall be construed construed, corrected and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) so as to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with effectuate the intended beneficial ownership limitation herein contained. The limitations contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this Subsection 1(e) paragraph shall not apply to exercises any successor Holder of this Warrant that occur prior to and expressly in connection with the Company’s consummation of a Fundamental TransactionWarrant.

Limitations on Exercise. Subject (a) Notwithstanding anything to the last sentence of this Subsection 1(e)contrary contained herein, the Company shall not effect the any exercise of this Warrant, and the Registered Holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant Shares in excess of that number of Warrant Shares which, to the extent that after upon giving effect or immediately prior to such exercise, such Registered Holder would cause (together i) the aggregate number of shares of Common Stock beneficially owned as calculated in accordance with such Registered Section 13(d) of the United States Securities Exchange Act of 1934, as amended, by the Holder’s , its Affiliates and any other Persons acting as who are members of a Section 13(d) group together) would beneficially own in excess of 9.999with such Holder or its Affiliates to exceed 4.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock outstanding immediately after giving effect to of the Company following such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person the Holder and its Affiliates (including, without limitation, and any convertible notes other Persons who are members of a Section 13(d) group with such Holder or convertible preferred stock or warrants) subject its Affiliates to a limitation on conversion or exercise analogous to exceed the limitation contained hereinMaximum Percentage 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 Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, filed with the Commission prior to the date hereof, (2y) a more recent public announcement by the Company or (3z) any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon 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 three (13) Trading Day Days confirm orally and in writing or by electronic mail 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 Warrantsthis Warrant, 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 By 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 not in excess of 19.99% 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 claritythis 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 who are members of a Section 13(d) group with such Holder or its Affiliates shall include the shares of Common Stock issuable pursuant to upon (x) the terms exercise of this Warrant in excess 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 Maximum Percentage shall remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) the exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not be deemed have voting power (including without limitation any securities of the Company which would entitle the holder thereof to be 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 the Registered Holder for or any purpose including for purposes of its Affiliates and other Persons who are members of a Section 13(d) group with such Holder 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this 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 Fundamental Transactionits Affiliates.

Limitations on Exercise. Subject Notwithstanding anything to the last sentence of this Subsection 1(e)contrary herein, the Company shall not effect the any exercise of this Warrant, and the Registered Holder holder shall not have the right be entitled to exercise this Warrant, to the extent for a number of Warrant Shares in excess of that after number of Warrant Shares which, upon giving effect or immediately prior to such exercise, such Registered Holder would cause (together with such Registered Holder’s Affiliates and any other Persons acting as a group togetheri) would beneficially own in excess of 9.999% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and the Holder, its Affiliates shall include and any Persons who are members of a Section 13(d) group with such Holder or its Affiliates to exceed 9.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remainingCompany following such exercise, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person the Holder and its Affiliates and any other Persons who are members of a Section 13(d) group with such Holder or its Affiliates to exceed the Maximum Percentage of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of this paragraph, beneficial ownership and whether a Holder is a member of a Section 13(d) group shall be calculated and determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (including, without limitation, any convertible notes or convertible preferred stock or warrantsthe “Exchange Act”) subject to a limitation on conversion or exercise analogous to and the limitation contained hereinrules promulgated thereunder. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, filed with the Commission prior to the date hereof, (2y) a more recent public announcement by the Company or (3z) any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon 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 three (13) Trading Day Days confirm orally and in writing or by electronic mail 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 Warrantsthis Warrant, 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 By written notice to the Company, the Registered Holder may from time to time increase or decrease the Maximum Percentage to any other percentage as not in excess of 19.99% 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 or decrease 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 WarrantsCompany. For purposes of claritythis Section 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 include the shares of Common Stock issuable pursuant to upon: (x) the terms exercise of this Warrant in excess with respect to which such determination is being made plus the remaining unexercised and non-cancelled portion of this 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 Maximum Percentage shall not be deemed to be 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 Registered Holder for or any purpose including for purposes of its Affiliates and other Persons who are members of a Section 13(d) group with such Holder or Rule 16a-1(a)(1) its Affiliates that do not have voting power (including without limitation any securities of the 1934 Act. No prior inability Company which would entitle the holder thereof to exercise this Warrant pursuant 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 this paragraph receive, Common Stock), but shall have exclude any effect on the applicability of the provisions of this paragraph with respect such securities subject to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) further limitation on conversion or exercise analogous to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this 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 Fundamental Transactionherein.

Limitations on Exercise. Subject (a) Notwithstanding anything to the last sentence of this Subsection 1(e)contrary contained herein, the Company shall not effect the any exercise of this Warrant, and the Registered Holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant Shares in excess of that number of Warrant Shares if, to the extent that after upon giving effect to such exercise, such Registered Holder (together with such Registered i) immediately prior to the exercise, the Holder’s , its Affiliates and any other Persons acting as a group togetherwhose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) would of the Exchange Act, beneficially own in excess owns an aggregate number of 9.999shares of Common Stock greater than 9.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentenceCompany without taking into account any Warrant Shares, the aggregate number of shares of Common Stock beneficially owned by such Person and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion immediately following exercise, the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person the Holder and its Affiliates (including, 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 would be greater than 9.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise without limitation, taking into account any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or Warrant Shares. Any portion of an exercise analogous to that would result in the limitation contained hereinissuance of shares in excess of the Maximum Percentage shall be treated as null and void ab initio. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company’s most recent Form 10-K, Proxy Statement, Q or Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange CommissionK, as the case may be, filed with the Commission prior to the date hereof, (2y) a more recent public announcement by the Company or (3z) 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 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 three (13) Trading Day Days confirm orally and in writing or by electronic mail 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 Warrantsthis Warrant, 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 By 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 not in excess of 19.99% 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 WarrantsCompany. For purposes of claritythis Section 11(a), the aggregate number of shares of Common Stock or voting EN-8 NY\5662481.1 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 pursuant to upon the terms exercise of this Warrant in excess 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 Maximum Percentage shall remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not be deemed have voting power (including without limitation any securities of the Company which would entitle the holder thereof to be 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 the Registered Holder for or any purpose including of its Affiliates and other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Exchange 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this 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 Fundamental Transaction.

Limitations on Exercise. Subject to the last sentence of this Subsection Section 1(e), the Company shall not effect the exercise of this Warrant, and the Registered Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Registered Holder (together with such Registered Holder’s Affiliates and any other Persons acting as a group together) would beneficially own in excess of 9.999% [9.999]%6 (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its Affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, 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 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 6 Insert Maximum Percentage as indicated on the Buyer’s signature page attached to the Securities Purchase Agreement. 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection Section 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection Section 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this Subsection Section 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 Fundamental Transaction.Transaction.]7

Limitations on Exercise. Subject (a) Notwithstanding anything to the last sentence of this Subsection 1(e)contrary herein, the Company shall not effect the any exercise of this Warrant, and the Registered Holder holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant Shares in excess of that number of Warrant Shares which, to the extent that after upon giving effect or immediately prior to such exercise, such Registered Holder would cause (together with such Registered Holder’s Affiliates and any other Persons acting as a group togetheri) would beneficially own in excess of 9.999% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and the Holder, its Affiliates shall include and any Persons who are members of a Section 13(d) group with such Holder or its Affiliates to exceed [4.99%/9.99%/19.99%] (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remainingCompany following such exercise, unexercised portion of this Warrant beneficially owned by such Person and its Affiliates and or (ii) exercise or conversion the combined voting power of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person the Holder and its Affiliates (includingand any other Persons who are members of a Section 13(d) group with such Holder or its Affiliates to exceed the Maximum Percentage of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of this paragraph, without limitation, any convertible notes or convertible preferred stock or warrantsbeneficial ownership and whether a holder is a member of a Section 13(d) subject to a limitation on conversion or exercise analogous to group shall be calculated and determined in accordance with Section 13(d) of the limitation contained hereinExchange Act and the rules promulgated thereunder. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Registered Holder may rely on the number of outstanding shares of Common Stock as reflected in (1x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, filed with the Commission prior to the date hereof, (2y) a more recent public announcement by the Company or (3z) any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon 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 three (13) Trading Day Days confirm orally and in writing or by electronic mail 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 Warrantsthis Warrant, 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 By 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 not in excess of 19.99% 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 WarrantsCompany. For purposes of claritythis 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 who are members of a Section 13(d) group with such Holder or its Affiliates shall include the shares of Common Stock issuable pursuant to upon (x) the terms exercise of this Warrant in excess 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 Maximum Percentage shall remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) the exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not be deemed have voting power (including without limitation any securities of the Company which would entitle the holder thereof to be 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 the Registered Holder for or any purpose including for purposes of its Affiliates and other Persons who are members of a Section 13(d) group with such Holder 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Subsection 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Subsection 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations set forth in this 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 Fundamental Transactionits Affiliates.