Common use of Ownership Cap and Exercise Restriction Clause in Contracts

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the Holder exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.9% of the then issued and outstanding shares of Common Stock; provided, however, that upon the Holder providing the Issuer with sixty-one (61) days notice (pursuant to this certificate) (the “Waiver Notice”) that the Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall be of no force or effect with regard to those shares of Common Stock referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Termination Date, the Holder may waive this Section 7 by providing a Waiver Notice at any time during such sixty-one (61) day period; provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Date will not be effective until the Termination Date.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the such Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the such Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.94.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon the Holder a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to this certificateSection 13 hereof) (the “"Waiver Notice”") that the such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Termination Date, Expiration Date of this Warrant the Holder may waive this Section 7 by upon providing a the Waiver Notice at any time during such sixty-one (61) day period; , provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Expiration Date will not be effective until the Termination Expiration Date.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the such Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the such Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.94.99% of the then issued and outstanding shares of Common Stock; providedprovided , howeverhowever , that upon the Holder a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to this certificateSection 12 hereof) (the ““ Waiver NoticeNotice ”) that the such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice; providedprovided , furtherfurther , that during the sixty-one (61) day period prior to the Termination Date, Expiration Date of this Warrant the Holder may waive this Section 7 by upon providing a the Waiver Notice at any time during such sixty-one (61) day period; providedand provided , furtherfurther , that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Expiration Date will not be effective until the Termination Datelast day of the Term.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the such Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the such Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.99.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon the a Holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to this certificateSection 13 hereof) (the “"Waiver Notice”") that the such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Termination Dateexpiration of the Term, the Holder may waive this Section 7 by providing a Waiver Notice at any time during such sixty-one (61) day period; provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to expiration of the Termination Date Term will not be effective until the Termination Datelast day of the Term.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the such Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the such Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.94.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon the Holder a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to this certificateSection 12 hereof) (the “Waiver Notice”) that the such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Termination Date, Expiration Date of this Warrant the Holder may waive this Section 7 by upon providing a the Waiver Notice at any time during such sixty-one (61) day period; , provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Expiration Date will not be effective until the Termination Expiration Date.

Ownership Cap and Exercise Restriction. Notwithstanding anything The Issuer shall not effect any exercise of this Warrant, and a Holder shall not have the right to convert any portion of this Warrant, to the contrary extent that, after giving effect to the conversion set forth on the applicable Notice of Exercise, such Holder would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of this Section 7, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 7 applies, the determination of whether the Warrant is exercisable and of how many shares of Warrant are exercised shall be in the sole discretion of such Holder, and the submission of a Notice of Exercise shall be deemed to be such Holder’s determination of whether the shares of this Warrant may be exercised and how many shares of the Warrant are exercisable, in each case subject to such aggregate percentage limitations. To ensure compliance with this restriction, each Holder will be deemed to represent to the Issuer each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this Warrantparagraph. In addition, at no time may the Holder exercise this Warrant if the number of shares of Common Stock a determination as to any group status as contemplated above shall be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) . For purposes of this Section 7, in excess determining the number of 9.9% of the then issued and outstanding shares of Common Stock; provided, howevera Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (A) the Issuer’s most recent Form 10-QSB or Form 10-KSB, that upon as the Holder providing case may be, (B) a more recent public announcement by the Issuer with sixty-one or (61C) days a more recent notice by the Issuer or the Issuer’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Issuer shall within two (pursuant 2) Trading Days confirm orally and in writing to this certificate) (such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Issuer by such Holder since the date as of which such number of outstanding shares of Common Stock was reported. The “Waiver Notice”) that Beneficial Ownership Limitation” shall be 4.99% of the Holder would like number of shares of the Common Stock outstanding immediately after giving effect to waive this Section 7 with regard to any or all the issuance of shares of Common Stock issuable upon exercise conversion of this Warrant, Warrant held by the applicable Holder. The Beneficial Ownership Limitation provisions of this Section 7 may be waived by a Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Issuer. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of no force or effect with regard to those shares of Common Stock referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Termination Date, the Holder may waive this Section 7 by providing to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a Waiver Notice at any time during such sixty-one (61) day period; provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Date will not be effective until the Termination Datesuccessor holder of Warrant.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the such Holder and its affiliates at such time, the number of shares of Common Stock which would result in the such Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the Holder and its affiliatesHolder, or any other persons Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) and Section 16 of the Exchange Act, Act beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.9% of the then issued and outstanding shares of Common Stock; provided, however, that upon the a Holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to this certificateSection 12 hereof) (the “"Waiver Notice”") that the such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) day period prior to days immediately preceding the Termination Date, expiration of the Holder may waive term of this Section 7 by providing a Waiver Notice at any time during such sixty-one (61) day period; provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Date will not be effective until the Termination DateWarrant.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the such Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the such Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.94.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon the Holder a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to this certificateSection 12 hereof) (the “Waiver Notice”) that the such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Termination Date, Expiration Date of this Warrant the Holder may waive this Section 7 by upon providing a the Waiver Notice at any time during such sixty-one (61) day period; , provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Expiration Date will not be effective until the Termination Expiration Date.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the Holder exercise this Warrant if the number of shares of Common Stock Ordinary Shares to be issued pursuant to such exercise would cause the number of shares of Common Stock Ordinary Shares beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock Ordinary Shares owned by the Holder and its affiliates at such time, the number of shares of Common Stock Ordinary Shares which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock Ordinary Shares would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.94.99% of the then issued and outstanding shares of Common StockOrdinary Shares; provided, however, that upon the Holder providing the Issuer with sixty-one (61) days notice (pursuant to this certificate) (the “Waiver Notice”) that the Holder would like to waive this Section 7 with regard to any or all shares of Common Stock Ordinary Shares issuable upon exercise of this Warrant, this Section 7 shall be of no force or effect with regard to those shares of Common Stock Ordinary Shares referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Termination Date, the Holder may waive this Section 7 by providing a Waiver Notice at any time during such sixty-one (61) day period; provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Date will not be effective until the Termination Date.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the such Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the such Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.99.99% of the then issued and outstanding shares of Common Stock; providedprovided , howeverhowever , that upon the Holder a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to this certificateSection 12 hereof) (the “Waiver Notice”) that the such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice; providedprovided , furtherfurther , that during the sixty-one (61) day period prior to the Termination Date, Expiration Date of this Warrant the Holder may waive this Section 7 by upon providing a the Waiver Notice at any time during such sixty-one (61) day period; providedand provided , furtherfurther , that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Expiration Date will not be effective until the Termination Datelast day of the Term.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the such Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the such Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.94.99% of the then issued and outstanding shares of Common Stock; provided, howeverhowever , that upon the a Holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to this certificateSection 13 hereof) (the “"Waiver Notice”") that the such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice until the date that the Holder notifies the Issuer (pursuant to Section 13 hereof) that the Holder revokes the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Termination Dateexpiration of the Term, the Holder may waive this Section 7 by providing a Waiver Notice at any time during such sixty-one (61) day period; provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Date will not be effective until the Termination Date.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the Holder exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by Holder to be directly or indirectly the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially owning owner (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder) in excess of 9.9more than 4.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon the Holder providing the Issuer with sixty-one (61) days notice (pursuant to this certificateSection 13 hereof) (the “Waiver Notice”) that the Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) day period prior days immediately preceding the expiration of the term of this Warrant. For purposes of this section, the number of shares of Common Stock owned by the Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant but shall exclude the number of shares of Common Stock which are issuable upon the exercise or conversion of the unexercised or unconverted portion of any other securities of the Issuer subject to a limitation on exercise or conversion analogous to the Termination Date, limitation contained herein owned by the Holder may waive this Section 7 by providing a Waiver Notice at any time during such sixty-one (61) day period; provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Date will not be effective until the Termination DateHolder.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the such Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the such Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.99.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon the Holder a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to this certificateSection 12 hereof) (the “"Waiver Notice”") that the such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Termination Date, Expiration Date of this Warrant the Holder may waive this Section 7 by upon providing a the Waiver Notice at any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Expiration Date will not be effective until the Termination Datelast date of the Term.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the such Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the such Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.99.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon the Holder a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to this certificateSection 12 hereof) (the “Waiver Notice”) that the such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Termination Date, Expiration Date of this Warrant the Holder may waive this Section 7 by upon providing a the Waiver Notice at any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Expiration Date will not be effective until the Termination Datelast day of the Term. Notwithstanding anything to the contrary contained in this Section 7, if the Issuer is not a reporting company under the Exchange Act, the Holder may provide only two (2) days notice of its determination to waive the provisions of this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the such Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the such Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.94.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon the Holder a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to this certificateSection 13 hereof) (the “Waiver Notice”) that the such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice[; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) day period prior days immediately preceding the expiration of the term of this Warrant]1. For purposes of this section, the number of shares of Common Stock owned by such Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant but shall exclude the number of shares of Common Stock which are issuable upon the exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on exercise or conversion analogous to the Termination Datelimitation contained herein (including, without limitation, any shares of preferred stock of the Holder may waive this Section 7 by providing a Waiver Notice at any time during such sixty-one (61) day period; providedCompany, further$0.00001 par value per share, that any Waiver Notice provided during the sixty-one (61) day period prior purchased pursuant to the Termination Date will not be effective until the Termination DatePurchase Agreement) owned by such Holder.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued upon conversion of the Preferred Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the such Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the such Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.99.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon the Holder a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to this certificateSection 13 hereof) (the “"Waiver Notice”") that the such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon conversion of the Preferred Stock to be issued upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) day period days immediately preceding the expiration of the term of this Warrant. Notwithstanding the foregoing, these exercise restrictions shall not be applicable to Renaissance Capital Group, Inc. and its affiliates (collectively, "Xxxx"), if Xxxx so notifies the Issuer (either in writing or by email) prior to the Termination Date, date of issuance of the Holder may waive securities to which this Section 7 by providing a Waiver Notice at any time during such sixty-one (61) day period; provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Date will not be effective until the Termination Dateparagraph is applicable.

Ownership Cap and Exercise Restriction. (a) Notwithstanding anything to the contrary set forth in this [Series A] Warrant, at no time may the Holder exercise this [Series A] Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.94.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon the Holder and its affiliates providing the Issuer with sixty-one (61) days day notice (pursuant to this certificate) (the “Waiver Notice”) that the Holder and its affiliates would like to waive this Section 7 7(i) with regard to any or all shares of Common Stock issuable upon exercise of this [Series A] Warrant, this Section 7 7(i) shall be of no force or effect with regard to those shares of Common Stock referenced in the Waiver Notice; provided, further, that during the sixty-one . (61b) day period prior Notwithstanding anything to the Termination Datecontrary set forth in this [Series A] Warrant, at no time may a Holder of this [Series A] Warrant exercise their [Series A] Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock owned by such Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the Holder may waive this number of shares of Common Stock which would result in such Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of such Holder, or any other persons whose beneficial ownership of Common Stock would be aggregated with such Holder’s for purposes of Section 7 by providing a Waiver Notice at any time during such sixty-one 13(d) and Section 16 of the Exchange Act, beneficially owning (61as determined in accordance with Section 13(d) day period; provided, further, that any Waiver Notice provided during of the sixty-one (61Exchange Act and the rules thereunder) day period prior to in excess of 9.99% of the Termination Date will not be effective until the Termination Datethen issued and outstanding shares of Common Stock.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the Holder exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.94.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon the Holder providing the Issuer with sixty-one (61) days notice (pursuant to this certificate) (the “Waiver Notice”) that the Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall be of no force or effect with regard to those shares of Common Stock referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Termination Dateexpiration of the Exercise Period, the Holder may waive this Section 7 by providing a Waiver Notice at any time during such sixty-one (61) day period; provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Date expiration of the Exercise Period will not be effective until the Termination Datelast day of the Exercise Period.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the such Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the such Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.99.99% of the then issued and outstanding shares of Common Stock; providedprovided , howeverhowever , that upon the Holder a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to this certificateSection 12 hereof) (the ““ Waiver NoticeNotice ”) that the such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice; providedprovided , furtherfurther , that during the sixty-one (61) day period prior to the Termination Date, Expiration Date of this Warrant the Holder may waive this Section 7 by upon providing a the Waiver Notice at any time during such sixty-one (61) day period; providedand provided , furtherfurther , that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Expiration Date will not be effective until the Termination Datelast day of the Term.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the Holder exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by Holder to be directly or indirectly the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially owning owner (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder) in excess of 9.9more than 4.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon the Holder providing the Issuer with sixty-one (61) days notice (pursuant to this certificateSection 12 hereof) (the “Waiver Notice”) that the Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) day period prior days immediately preceding the expiration of the term of this Warrant. For purposes of this section, the number of shares of Common Stock owned by the Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant but shall exclude the number of shares of Common Stock which are issuable upon the exercise or conversion of the unexercised or unconverted portion of any other securities of the Issuer subject to a limitation on exercise or conversion analogous to the Termination Date, limitation contained herein owned by the Holder may waive this Section 7 by providing a Waiver Notice at any time during such sixty-one (61) day period; provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Date will not be effective until the Termination DateHolder.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the such Holder and its affiliates and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the such Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.99.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon the Holder a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to this certificateSection 13 hereof) (the “"Waiver Notice”") that the such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) day period days immediately preceding the expiration of the term of this Warrant. Notwithstanding the foregoing, these exercise restrictions shall not be applicable to Renaissance Capital Group, Inc. and its affiliates (collectively, "Xxxx"), if Xxxx so notifies the Issuer (either in writing or by email) prior to the Termination Date, date of issuance of the Holder may waive securities to which this Section 7 by providing a Waiver Notice at any time during such sixty-one (61) day period; provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Date will not be effective until the Termination Dateparagraph is applicable.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the such Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the such Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.99.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon the Holder a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to this certificateSection 13 hereof) (the “"Waiver Notice”") that the such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) day period days immediately preceding the expiration of the term of this Warrant. Notwithstanding the foregoing, these exercise restrictions shall not be applicable to Renaissance Capital Group, Inc. and its affiliates (collectively, "Xxxx"), if Xxxx so notifies the Issuer (either in writing or by email) prior to the Termination Date, date of issuance of the Holder may waive securities to which this Section 7 by providing a Waiver Notice at any time during such sixty-one (61) day period; provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Date will not be effective until the Termination Dateparagraph is applicable.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock Shares to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock Shares owned by the such Holder and its affiliates Affiliates at such time, the number of shares of Common Stock Shares which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the such Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, Affiliates beneficially owning (as determined in accordance with Section 13(d12(d) of the Exchange Act and the rules thereunder) in excess of 9.99.99% of the then issued and outstanding shares of Common StockShares; provided, however, that (a) upon the a Holder of this Warrant providing the Issuer with sixty-one (61) days days’ notice (pursuant to this certificateSection 12 hereof) (the “Waiver Notice”) that the such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock Shares issuable upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice until the date that the Holder notifies the Issuer (pursuant to Section 12 hereof) that the Holder revokes the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Termination Dateexpiration of the Term, the Holder may waive this Section 7 by providing a Waiver Notice at any time during such sixty-one (61) day period, and (b) at no time may a Holder of this Warrant exercise this Warrant if the number of Common Shares to be issued pursuant to such exercise would exceed, when aggregated with all other Common Shares owned by such Holder and its Affiliates at such time, the number of Common Shares which would result in such Holder and its Affiliates beneficially owning 19.99% of the issued and outstanding Common Shares immediately after giving effect to such issuance, or control in excess of 19.99% of the total voting power of the Company’s securities outstanding immediately after giving effect to such issuance that are entitled to vote on a matter being voted on by holders of the Common Share (each limit referred to in this Section 7, the “Exchange Limit”), unless stockholder approval (the “Required Stockholder Approval”) is not required under applicable Principal Market rules or the Company obtains stockholder approval permitting such issuances in accordance with applicable Principal Market rules. If, upon any attempted exercise of this Warrant by the Holder, the issuance of Warrant Shares would exceed the Exchange Limit, and the Company shall not have previously obtained the Required Stockholder Approval at the time of exercise, then the Company shall issue to the Holder such number of Warrant Shares as may be issued below the Exchange Limit, and, with respect to the remainder of the aggregate number of Warrant Shares (the “Excess Warrant Shares”), this Warrant shall not be exercisable until and unless the Required Stockholder Approval has been obtained. The Company shall, upon the written request of the Holder or Holders holding the Warrant or Warrants representing the right to purchase a majority of the Warrant Shares, hold a meeting of its stockholders within one hundred twenty (120) days following such request and use its commercially reasonable efforts to obtain the Required Stockholder Approval; provided, further, provided that the Holder(s) may not request such stockholder meeting more than once within any Waiver Notice provided during the sixty90-one (61) day period or more than three times in total. With respect to any proxy materials delivered or otherwise made available to the Company’s stockholders in connection with the foregoing, the Company shall provide the Holder(s) and their outside legal counsel with a reasonable opportunity to review and comment on drafts of such proxy materials prior to filing, furnishing or delivering such proxy materials to the Termination Date will not applicable governmental authority and their dissemination to the Company’s stockholders and incorporate in such proxy materials all comments reasonably proposed by Holder(s) or their outside legal counsel. The Company agrees that all information relating to the Holder(s), their Affiliates and their respective representatives included in the proxy materials shall be effective until in form and content reasonably satisfactory to the Termination DateHolder(s).

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the Holder exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.94.9% of the then issued and outstanding shares of Common Stock; provided, however, that upon the Holder providing the Issuer with sixty-one (61) days notice (pursuant to this certificate) (the “Waiver Notice”) that the Holder would like to waive this Section 7 6 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 6 shall be of no force or effect with regard to those shares of Common Stock referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Termination Date, the Holder may waive this Section 7 6 by providing a Waiver Notice at any time during such sixty-one (61) day period; provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Date will not be effective until the Termination Date.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the such Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the such Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.94.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon the a Holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to this certificateSection 13 hereof) (the “"Waiver Notice”") that the such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice until the date that the Holder notifies the Issuer (pursuant to Section 13 hereof) that the Holder revokes the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Termination Dateexpiration of the Term, the Holder may waive this Section 7 by providing a Waiver Notice at any time during such sixty-one (61) day period; provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Date will not be effective until the Termination Date.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the Holder exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.94.9% of the then issued and outstanding shares of Common Stock; provided, however, that upon the Holder providing the Issuer with sixty-one (61) days notice (pursuant to this certificate) (the “Waiver Notice”) that the Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall be of no force or effect with regard to those shares of Common Stock referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Termination Date, the Holder may waive this Section 7 by providing a Waiver Notice at any time during such sixty-one (61) day period; provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Date will not be effective until the Termination Date.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the such Holder and its affiliates Affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the such Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, Affiliates beneficially owning (as determined in accordance with Section 13(d12(d) of the Exchange Act and the rules thereunder) in excess of 9.99.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon the a Holder of this Warrant providing the Issuer with sixty-one (61) days days’ notice (pursuant to this certificateSection 12 hereof) (the “Waiver Notice”) that the such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice until the date that the Holder notifies the Issuer (pursuant to Section 12 hereof) that the Holder revokes the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Termination Dateexpiration of the Term, the Holder may waive this Section 7 by providing a Waiver Notice at any time during such sixty-one (61) day period; provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Date will not be effective until the Termination Date.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by the such Holder and its affiliates at such time, the number of shares of Common Stock which would result in the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the such Holder and its affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.94.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon the Holder a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to this certificateSection 12 hereof) (the “Waiver Notice”) that the such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 shall will be of no force or effect with regard to those shares all or a portion of Common Stock the Warrant referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Termination Date, Expiration Date of this Warrant the Holder may waive this Section 7 by upon providing a the Waiver Notice at any time during such sixty-one (61) day period; , provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Termination Expiration Date will not be effective until the Termination Expiration Date.