Common use of Purchase Rights Clause in Contracts

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time on or after the Subscription Date and on or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company grants, issues or sells any Optionsoptions, Convertible Securities convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warranthereof, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warranthereof, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitationMaximum Percentage).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on the exercise of this Warrant, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time on or after the Subscription Date and on or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “"Purchase Rights”"), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s 's right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 Section ‎2 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time on or after the Subscription Date and on or prior to the Termination Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock Shares acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock Shares are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock Shares as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 aboveSection 2, if at any time on or after the Issuance Date and on or prior to the Expiration Date the Company (i) grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to the 4.9% Cap or any limitations other restriction or restrictions limitation on exercise of this Warrant, including without limitation, the Beneficial Ownership Limitationexercise) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation4.9% Cap, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation4.9% Cap, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation)) or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights, or (ii) conducts any Pro Rata Repurchase Offer, the Holder shall be permitted to (but shall not be obligated to) participate, in whole or in part, on an as-converted basis in such Pro Rata Repurchase Offer, provided that, notwithstanding any other provision hereof, such participation may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such participation shall not be deemed to be effective until immediately prior to the consummation of such transaction.

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warranthereof, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitationMaximum Percentage).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stockshares, warrants, securities or other property pro rata to the record holders of any class of Common Stock Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock Shares acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock Shares are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock Shares as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 aboveSection 7 below, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise conversion of this Warrant Note (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, Note and assuming for such purpose that the Beneficial Ownership LimitationNote was converted at the Conversion Price as of the applicable record date) immediately before prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable) for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time on or after the Issuance Date and on or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if the Company, at any time prior to the Company Expiration Date, grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warranthereof, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage), at which time or times provided further, such Purchase Rights shall be held in abeyance for the benefit of the Holder shall be granted until such right time as the Holder exercises this Warrant (whether in whole or in part), and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) subject to the same extent foregoing proviso, upon each exercise of this Warrant the Company shall deliver such Purchase Rights to the Holder with respect to each Warrant Share for which this Warrant is so exercised until such time as if there had this Warrant has been no such limitationexercised in full).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time on or after the Original Issue Date, the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property property, in each case pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation). As used in this Section 9(c), (i) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities and (ii) “Convertible Securities” mean any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time on or after the Subscription Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise conversion of this Warrant Note (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, the Beneficial Ownership LimitationNote) immediately before prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquireacquire or receive, as applicable, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise conversion of this Warrant Note (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, the Beneficial Ownership LimitationNote) immediately before prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other its Affiliates and Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other its Affiliates and Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time on or after the Subscription Date and on or prior to the Termination Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s 's right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time on or after the Issuance Date and on or prior to the Expiration Date the Company (i) grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to the 4.9% Cap or any limitations other restriction or restrictions limitation on exercise of this Warrant, including without limitation, the Beneficial Ownership Limitationexercise) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation4.9% Cap, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation4.9% Cap, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation), or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights, or (ii) conducts any Pro Rata Repurchase Offer, the Holder shall be permitted to (but shall not be obligated to) participate, in whole or in part, on an as-converted basis, provided that, notwithstanding any other provision hereof, such participation may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such participation shall not be deemed to be effective until immediately prior to the consummation of such transaction.

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company grants, issues or sells any Optionsoptions, Convertible Securities convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties (as defined in Section 5(c)) exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 aboveSection 8 and Section 15 below, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”), then the each Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the such Holder could have acquired if the such Holder had held the number of shares of Common Stock acquirable upon complete exercise conversion of this Warrant all the Preferred Shares (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, the Beneficial Ownership LimitationPreferred Shares and assuming for such purpose that all the Preferred Shares were converted at the Alternate Conversion Price as of the applicable record date) held by such Holder immediately before prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (Rights; provided, however, that to the extent that the such Holder’s right to participate in any such Purchase Right would result in the such Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the such Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the such extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable) for the benefit of the such Holder until such time or times, if ever, as its right thereto would not result in the such Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the such Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time on or after the Subscription Date and on or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock but excluding shares of Common Stock deemed to have been issued or sold by the Company in connection with any Excluded Securities (the “"Purchase Rights”"), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s 's right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In From the Subscription Date and through and including the Expiration Date, in addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “"Purchase Rights”"), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s 's right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time on or after the Date of Issuance of this Warrant the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other or its Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other or its Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time on or after the Subscription Date and on or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the all record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company grants, issues or sells any Optionsoptions, Convertible Securities convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warranthereof, including without limitation, the Beneficial 19.999% Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and exceeding any limitations on exercise hereof, including without limitation, the other Attribution Parties exceeding the Beneficial 19.999% Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled or to beneficial ownership of beneficially own any such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial any limitations on exercise hereof, including without limitation, the 19.999% Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (providedprovided , howeverhowever , that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warranthereof, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the such record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitationMaximum Percentage).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationLimitation or, prior to the Ex-Exchange Cap Date, the Exchange Cap) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationLimitation or, prior to the Ex-Exchange Cap Date, the Exchange Cap, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation or, prior to the Ex-Exchange Cap Date, the Exchange Cap (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationLimitation or, prior to the Ex-Exchange Cap Date, the Exchange Cap, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 aboveSection 7 below, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock Shares acquirable upon complete exercise conversion of this Warrant Debenture (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, Debenture and assuming for such purpose that the Beneficial Ownership LimitationDebenture was converted at the Conversion Price as of the applicable record date) immediately before prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock Shares are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock Shares as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable) for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time on or after the Date of Issuance of this Warrant the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other or its Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution or itsAttribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition Subject to Section 3.1, each Purchaser shall have a right to purchase or subscribe to any adjustments pursuant to Sections 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders shares of any class of Common Stock capital stock or other Equity Securities of the Company as set forth herein. The Company shall give each of the Purchasers at least thirty (30) days' prior written notice of the proposed issuance of any capital stock or other Equity Securities by the Company (each a "New Issuance") (other than capital stock to be issued in connection (i) with an employee stock option plan that is approved by the Board or (ii) an acquisition or other strategic transaction approved by the Board, so long as not more than twenty-five percent (25%) of the fair market value (as determined by the Board) of the consideration for such issuance is cash or Marketable Securities). Such notice shall specify the number and class of securities to be issued, the rights, terms and privileges thereof and the price at which such securities will be issued. By written notice (the “Purchase Rights”)"Acceptance Notice") to the Company given within fifteen (15) days of being notified of such New Issuance, then the Holder will each Purchaser shall be entitled to acquire, upon purchase that percentage of the terms applicable to such Purchase Rights, New Issuance determined by dividing (a) the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the total number of shares of Common Class B Stock acquirable upon complete exercise of this Warrant Beneficially Owned by such Purchaser (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, a Fully- Diluted Basis) by (b) the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders total number of shares of Common Class B Stock are to be determined for then Beneficially Owned (on a Fully-Diluted Basis) by the grant, issuance or sale number of Purchasers participating in such Purchase Rights (purchase; provided, however, that no Purchaser shall have any right to purchase securities pursuant to this Section 3.2 if, prior to a sale of securities to such Purchaser pursuant to this Section 3.2, such securities would be required to be registered under the Securities Act. If a Purchaser does not fully subscribe for the number or amount of shares of capital stock or other Equity Securities that it is entitled to purchase (or that it would otherwise have been entitled to purchase but for the proviso to the extent that the Holder’s right preceding sentence) pursuant to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitationthis Section 3.2, then the Holder shall not be entitled to participate other Purchaser participating in such Purchase Right purchase to the full extent provided for in the preceding sentence shall have the right to purchase that percentage of the Beneficial Ownership Limitation (and shall New Issuance not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation)so subscribed for.

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company grants, issues or sells any Optionsoptions, Convertible Securities other convertible securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise conversion of this Warrant Note (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, Note and assuming for such purpose that the Beneficial Ownership LimitationNote was converted at the Applicable Conversion Price as of the applicable record date) immediately before prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable) for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company grants, issues or sells any Options, other Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise conversion of this Warrant Note (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, Note and assuming for such purpose that the Beneficial Ownership LimitationNote was converted at the Applicable Conversion Price as of the applicable record date) immediately before prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable) for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warranthereof, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times provided further, such Purchase Right shall be held in abeyance for the benefit of the Holder until such time as the Holder exercises this Warrant (whether in whole or in part), and subject to the foregoing proviso, upon each exercise of this Warrant the Company shall be granted distribute such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent Holder with respect to each Warrant Share for which this Warrant is so exercised until such time as if there had this Warrant has been no such limitationexercised in full).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or Section 3 above, if at any time after the Issuance Date and prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock Shares as a result of such Purchase Right to such extent) and such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells pro rata to all of the record holders of any class of shares of Common Stock any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock property, (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of the Warrants represented by this Warrant Certificate (without regard to any limitations or restrictions on exercise of this Warranthereof, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitationMaximum Percentage).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “"Purchase Rights”"), then the Holder Holders will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the such Holder could have acquired if the such Holder had held the number of shares of Common Stock acquirable upon complete exercise conversion of this Warrant the Preferred Shares (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, the Beneficial Ownership LimitationPreferred Shares) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the a Holder’s 's right to participate in any such Purchase Right would result in the such Holder and the its other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, if applicable, then the such Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the such Holder until such time or times, if ever, times as its right thereto would not result in the such Holder and the its other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the such Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company grants, issues or sells any Optionsoptions, Convertible Securities convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this a Warrant (without regard to any limitations or restrictions on exercise of this Warranthereof, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise conversion of this Warrant Note (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, the Beneficial Ownership LimitationNote) immediately before prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s 's right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties its Affiliates exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties its Affiliates exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if the Company, at any time prior to the Company three year anniversary of the Issuance Date, grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warranthereof, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage), at which time or times provided further, such Purchase Rights shall be held in abeyance for the benefit of the Holder shall be granted until such right time as the Holder exercises this Warrant (whether in whole or in part), and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) subject to the same extent foregoing proviso, upon each exercise of this Warrant the Company shall deliver such Purchase Rights to the Holder with respect to each Warrant Share for which this Warrant is so exercised until such time as if there had this Warrant has been no such limitationexercised in full).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stockshares, warrants, securities or other property pro rata to the record holders of any class of Common Stock Shares (the “"Purchase Rights”"), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock Shares acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock Shares are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock Shares as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).. 2 Insert 20% of the IPO Price

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time on or after the Subscription Date and on or prior to the Expiration Date, the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 aboveSection 7 below, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise conversion of this Warrant Note (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, Note and assuming for such purpose that the Beneficial Ownership LimitationNote was converted at the Alternate Conversion Price as of the applicable record date) immediately before prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable) for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time on or after the Issuance Date and on or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant the Warrants (without regard to any limitations or restrictions on exercise of this Warrantthe Warrants, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 Section 3(a) above, if at any time prior to the Termination Date, the Company grants, issues or sells any Optionsoptions, Convertible Securities convertible securities or rights to purchase stock, warrants, securities or other property pro rata to all of the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable issuable upon complete exercise of this Warrant (without regard to any limitations or restrictions on the exercise of this Warrant, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock Shares acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock Shares are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock Shares as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 aboveSection 7 below, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all of the record holders of any class of Common Stock (the “Purchase Rights”), then the each Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the such Holder could have acquired if the such Holder had held the number of shares of Common Stock acquirable upon complete exercise conversion of this Warrant all the Preferred Shares (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, the Beneficial Ownership LimitationPreferred Shares) held by such Holder immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the such Holder’s right to participate in any such Purchase Right would result in the such Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the such Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the such Holder until such time or timestime, if ever, as its right thereto would not result in the such Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitationMaximum Percentage).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).. ​

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time on or after the Issuance Date and on or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “"Purchase Rights”"), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s 's right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warranthereof, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitationMaximum Percentage).

Purchase Rights. In addition to any adjustments pursuant to Sections ARTICLE 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on the exercise of this Warrant, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (Rights; provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitationMaximum Percentage).

Purchase Rights. In addition to any adjustments pursuant to Sections the other subsections of Section 2 or 3 above, if at any time on or after the Issuance Date and on or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock Shares acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock Shares are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock Shares as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company Corporation grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder Holders will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the such Holder could have acquired if the such Holder had held the number of shares of Common Stock acquirable upon complete exercise conversion of this Warrant the Series A Preferred Stock (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, the Beneficial Ownership LimitationSeries A Preferred Stock) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the a Holder’s right to participate in any such Purchase Right would result in the such Holder and the its other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the such Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the such Holder until such time or times, if ever, times as its right thereto would not result in the such Holder and the its other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the such Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time on or after the Subscription Date and on or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stockshares, warrants, securities or other property pro rata to the record holders of any class of Common Stock Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock Shares acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock Shares are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock Shares as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (Rights; provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “"Purchase Rights”"), then the Holder will be entitled to acquireacquire or receive, as applicable, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise conversion of this Warrant Note (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, the Beneficial Ownership LimitationNote) immediately before prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s 's right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company grants, issues or sells any Optionsoptions, Convertible Securities convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “"Purchase Rights”"), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warranthereof, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s 's right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 aboveSection 8 and Section 14 below, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”), then the each Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the such Holder could have acquired if the such Holder had held the number of shares of Common Stock acquirable upon complete exercise conversion of this Warrant all the Preferred Shares (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, the Beneficial Ownership LimitationPreferred Shares and assuming for such purpose that all the Preferred Shares were converted at the Alternate Conversion Price as of the applicable record date) held by such Holder immediately before prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (Rights; provided, however, that to the extent that the such Holder’s right to participate in any such Purchase Right would result in the such Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the such Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the such extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable) for the benefit of the such Holder until such time or times, if ever, as its right thereto would not result in the such Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the such Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrantsWarrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warranthereof, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to to, but not duplicative of, any adjustments pursuant to Sections Section 2 or 3 above, if the Company, at any time prior to the Company three year anniversary of the Issuance Date, grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warranthereof, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) by either paying the Exercise Price for such shares of Common Stock in cash in full or by exercising this Warrant in full pursuant to a Cashless Exercise, whichever results in the lesser number of Warrant Shares, as of the date immediately before preceding the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage), at which time or times and provided further, that such Purchase Rights shall be held in abeyance for the benefit of the Holder shall be granted until such right time as the Holder exercises this Warrant (whether in whole or in part), and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) subject to the same extent foregoing proviso, upon each exercise of this Warrant the Company shall deliver such Purchase Rights to the Holder with respect to each Warrant Share for which this Warrant is so exercised until such time as if there had this Warrant has been no such limitationexercised in full).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if the Company, at any time prior to the Company three year anniversary of the Issuance Date, grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warranthereof, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage), at which time or times and provided further, that such Purchase Rights shall be held in abeyance for the benefit of the Holder shall be granted until such right time as the Holder exercises this Warrant (whether in whole or in part), and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) subject to the same extent foregoing proviso, upon each exercise of this Warrant the Company shall deliver such Purchase Rights to the Holder with respect to each Warrant Share for which this Warrant is so exercised until such time as if there had this Warrant has been no such limitationexercised in full).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 Section 4.1 above, if at any time on or after the Issuance Date and on or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant the Warrants (without regard to any limitations or restrictions on exercise of this Warrantthe Warrants, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 abovethe other subsections of this Section 2, if at any time on or after the Subscription Date and on or prior to the Expiration Date, the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock Stock, other than for the transactions contemplated by the Merger Agreement (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder Holders will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the such Holder could have acquired if the such Holder had held the number of shares of Common Stock acquirable upon complete exercise conversion of this Warrant the Series B Preferred Shares (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, the Beneficial Ownership LimitationSeries B Preferred Shares) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the a Holder’s right to participate in any such Purchase Right would result in the such Holder and the its other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the such Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the such Holder until such time or times, if ever, times as its right thereto would not result in the such Holder and the its other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the such Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant Right (without regard to any limitations or restrictions on exercise of this WarrantRight, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company grants, issues or sells any Optionsshares of Common Stock, Convertible Securities options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which that the Holder could would have acquired if the Holder had held the number of shares of Common Stock Warrant Shares acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, Rights or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that Rights. Anything herein to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitationcontrary notwithstanding, then the Holder shall not be entitled to participate in such the Purchase Right Rights granted herein with respect to any issuance or sale by the extent Company of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such i) shares of Common Stock issued upon the exercise of this Warrant, (ii) shares of Common Stock issued directly or upon the exercise of options to directors, officers, employees or consultants of the Company in connection with their service as a result directors of such Purchase Right the Company, their employment by the Company or their retention as consultants by the Company, in each case authorized by the Company’s board of directors and issued pursuant to an equity incentive plan of the Company, or (and beneficial ownershipiii) shares of Common Stock issued upon the conversion or exercise of options, warrants or convertible securities issued prior to the extent Commencement Date, provided, that such securities are not amended after the Commencement Date to increase the number of any such excess) and such Purchase Right shares of Common Stock issuable thereunder or to such extent shall be held in abeyance for lower the benefit of the Holder until such time exercise or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation)conversion price thereof.

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or Section 3 abovebelow, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock Shares acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationCap (as defined below)) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties (as defined below) exceeding the Beneficial Ownership LimitationCap, then the Holder shall not be entitled to participate in such Purchase Right to the extent of such excess of the Beneficial Ownership Limitation Cap (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationCap, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 aboveSection 8 below, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all of the record holders of any class of Common Stock (the “Purchase Rights”), then the each Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the such Holder could have acquired if the such Holder had held the number of shares of Common Stock acquirable upon complete exercise conversion of this Warrant all the Preferred Shares (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, the Beneficial Ownership LimitationPreferred Shares) held by such Holder immediately before prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the such Holder’s right to participate in any such Purchase Right would result in the such Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the such Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the such Holder until the earlier of (i) such time or times, if ever, as its right thereto would not result in the such Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage) and (ii) the expiration date, the termination date, the maturity date or other similar provision of such Purchase Rights, at which time or times the such Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time after the Issuance Date and prior to the Expiration Date, the Company grants, issues or sells any Optionsrights, Convertible Securities warrants or options to subscribe for or purchase shares of Common Stock (other than options granted by the Company to the Company’s directors, officers, employees and/or consultants), stock or securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on the exercise of this Warrant, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (Rights; provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time on or after the Original Issue Date, the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property property, in each case pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and at the Holder’s election, in its sole discretion, either (1) such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation) or (2) the Company shall offer the Holder the right upon exercise of such Purchase Right to acquire a security (e.g. a pre-funded warrant) that would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage but will otherwise to the extent possible have economic and other rights, preferences and privileges substantially consistent and on par with the securities or other property issuable upon exercise of the originally offered Purchase Rights. As used in this Section 9(c), (i) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities and (ii) “Convertible Securities” mean any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all of the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (and, if applicable, subsequent exercise of the Pre-Funded Warrant), assuming a Cash Exercise for Common Stock (in both cases, and without regard to any limitations or restrictions on the exercise of this Warrant or the Pre-Funded Warrant, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that if the Holder then holds any amount of Pre-Funded Warrant, to the extent that the Holder’s right to participate in any such Purchase Right Rights would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage (as defined in the Pre-Funded Warrant), then the Holder shall not be entitled to participate purchase additional Pre-Funded Warrants in such Purchase Right to the extent lieu of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of underlying (directly or indirectly) such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation)Rights.

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 aboveIf, if at any time during the Exercise Period, the Company grants, issues or sells any Optionsoptions, Convertible Securities convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then then, in each such case, the Warrant Holder will shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Warrant Holder could have acquired if the Warrant Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Warrant Holder’s right to participate in any such Purchase Right would result in the Warrant Holder and the other Attribution Parties its Affiliates exceeding the Beneficial Ownership Limitation, then the Warrant Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Warrant Holder until such time or times, if ever, as its right thereto would not result in the Warrant Holder and the other Attribution Parties its Affiliates exceeding the Beneficial Ownership Limitation, at which time or times the Warrant Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon a complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warranthereof, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitationMaximum Percentage).

Purchase Rights. In addition Subject to any adjustments pursuant this Section 2, the purchase rights represented by this Warrant shall be exercisable by the Holder in whole or in part commencing on the date hereof. Subject to Sections 2 or 3 abovethe terms hereof, if the purchase rights represented by this Warrant shall expire two (2) years from the date hereof. Subject to this Section 2, this Warrant may be exercised for Shares at any time a price of five dollars ($5.00) per share, subject to adjustment as provided in Section 6 (the "Warrant Purchase Price"). This Warrant may be redeemed by the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata upon 60 days written notice to the record holders Holder hereof at a price equal to the product of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares Shares issuable hereunder and the par value of Common Stock acquirable upon complete the Shares ($.003). The Company may exercise its redemption right by delivering or mailing to the Holder written notice of redemption to the address according to the Company's records. Within 60 days after the date of the Company's notice of redemption hereunder, the Holder shall tender to the Company at its principal offices the certificate or certificates representing this Warrant, all in form suitable for transfer of this Warrant (without regard to any limitations the Company, together with such documents as the Company may reasonably require to effectuate such transfer. Upon its receipt of such certificate(s), the Company shall deliver or restrictions on exercise mail to the Holder a check in the amount of this Warrantthe redemption price determined in accordance herewith. After the time at which the certificate(s) is required to be delivered to the Company for transfer to the Company hereunder, the Holder shall have no rights hereunder, including without limitation, limitation the Beneficial Ownership Limitation) immediately before right to exercise the date on which a record is taken for purchase rights evidenced by this Warrant. In the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent event that the Holder’s Company elects to exercise its redemption right to participate hereunder, it may do so by canceling the certificate(s) evidencing this Warrant and depositing the redemption price determined hereunder in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance bank account for the benefit of the Holder until such time or timesHolder, if everwhereupon this Warrant shall be, as its right thereto would not result in for all purposes, canceled and neither the Holder and nor any transferee shall have any rights hereunder. In addition to any other legal or equitable remedies which it may have, the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right Company may enforce its rights by actions for specific performance (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitationpermitted by law).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company Partnership grants, issues or sells any Options, Convertible Securities or rights to purchase stockunits, warrants, securities or other property pro rata to the record holders of any class of Common Stock Units (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock Units acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock Units are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock Units as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all of the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on the exercise of this Warrant, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right Rights would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationLimitation (as defined below), if any, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, if any, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation). The “Beneficial Ownership Limitation” shall be equal to 9.8% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Beneficial Ownership Limitation may be decreased in accordance with the provisions of Section 9 hereof.

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent in excess of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise conversion of this Warrant Note (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, the Beneficial Ownership LimitationNote) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights. The provisions of this Section shall apply similarly and equally to successive Purchase Rights. The provisions of Section 7(a) shall not apply with respect to any Purchase Rights, if the Holder elects to exercise such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right dividend or distribution would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right dividend or distribution to such extent (or the extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of any such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) dividend or distribution to the extent of any such excessextent) and such Purchase Right dividend or distribution to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitationMaximum Percentage).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company grants, issues or sells any Optionsoptions, Convertible Securities convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time on or after the Subscription Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “"Purchase Rights”"), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise conversion of this Warrant Note (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, the Beneficial Ownership LimitationNote) immediately before prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s 's right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise conversion of this Warrant Note (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, the Beneficial Ownership LimitationNote) immediately before prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 Section 2.1 above, if at any time the Company grants, issues issues, or sells any shares of Common Stock, Options, Convertible Securities Securities, or rights to purchase stock, warrants, securities securities, or other property property, in each case, pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could would have acquired if the Holder had held the number of shares of Common Stock Shares acquirable upon complete exercise or conversion of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance issuance, or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue, or sale of such Purchase Rights (Rights; provided, however, that that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage. Anything herein to the contrary notwithstanding, at which time or times the Holder shall not be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) entitled to the same extent as if there had been no such limitation)Purchase Rights granted herein with respect to any issuance or sale of shares of Common Stock issued upon the exercise or conversion of this Warrant.

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time or from to time after the Company grantsOriginal Issuance Date, issues the Corporation shall grant, issue or sells sell any Options(I) options, Convertible Securities warrants or other rights to purchase stockor acquire Common Stock (other than Excluded Stock), warrants(II) securities by their terms convertible into or exchangeable for Common Stock (other than Excluded Stock) or options, warrants or other rights to purchase or acquire such convertible or exchangeable securities or other (III) rights to purchase property (collectively, the "PURCHASE RIGHTS") pro rata to the record holders of any class of Common Stock (and such grants, issuance or sales do not result in an adjustment of the “Purchase Rights”Conversion Price under Section 7(c), then the Holder will each holder of Series B Preferred Stock shall be entitled to acquire, acquire (within thirty (30) days after the later to occur of the initial exercise date of such Purchase Rights or receipt by such holder of the notice concerning Purchase Rights to which such holder shall be entitled under Section 7(c)(x)) and upon the terms applicable to such Purchase Rights, Rights either: (A) the aggregate Purchase Rights which the Holder such holder could have acquired if the Holder it had held the number of shares of Common Stock acquirable upon complete exercise conversion of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership Limitation) Series B Preferred Stock immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights; provided that if any Purchase Rights were distributed to holders of Common Stock without the payment of additional consideration by such holders, corresponding Purchase Rights shall be distributed to the exercising holders of the Series B Preferred Stock as soon as possible after such exercise and it shall not be necessary for the exercising holder of the Series B Preferred Stock specifically to request delivery of such rights; or, if no (B) in the event that any such record is takenPurchase Rights shall have expired or shall expire prior to the end of said thirty (30) day period, the date as of which the record holders number of shares of Common Stock are to be determined for or the grant, issuance or sale amount of property which such Purchase Rights (provided, however, that to holder could have acquired upon such exercise at the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times at which the Holder shall be granted such right (and any Purchase Right Corporation granted, issued or sold on such initial expired Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation)Rights.

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time on or after the Subscription Date and on or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which that the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s 's right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “"Purchase Rights”"), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s 's right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company grants, issues or sells any Optionsoptions, Convertible Securities other convertible securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise conversion of this Warrant Note (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, Note and assuming for such purpose that the Beneficial Ownership LimitationNote was converted at the Alternative Conversion Price as of the applicable record date) immediately before prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable) for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company grants, issues or sells any Optionsoptions, Convertible Securities convertible securities or rights to purchase stockshares, warrants, securities or other property pro rata to the record holders of any class of Common Stock Ordinary Shares (the “Purchase Rights”), then the Registered Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Registered Holder could have acquired if the Registered Holder had held the number of shares of Common Stock Ordinary Shares acquirable upon complete exercise of this a Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock Ordinary Shares are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Registered Holder’s right to participate in any such Purchase Right would result in the Registered Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Registered Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock Ordinary Shares as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Registered Holder until such time or timestime, if ever, as its right thereto would not result in the Registered Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Registered Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time the Company grants, issues or sells pro rata to all of the record holders of any class of shares of Common Stock any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warranthereof, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to or beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or timestime, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitationMaximum Percentage).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 aboveSection 7 below, if at any time the Company grants, issues issues, or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock Ordinary Shares (the “Purchase Rights”), then the Holder will shall be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock Ordinary Shares acquirable upon complete exercise conversion of this Warrant Note (without regard to taking into account any limitations or restrictions on exercise the convertibility of this Warrant, including without limitation, the Beneficial Ownership LimitationNote (pursuant to Section 3(d) or otherwise)) immediately before prior to the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock Ordinary Shares are to be determined for the grant, issuance issue or sale of such Purchase Rights (Rights, provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock Ordinary Shares as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable) for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time the Company grants, issues or sells any Optionsoptions, Convertible Securities convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder, its Affiliates and any Persons who are members of a Section 13(d) group with such Holder and the other Attribution Parties or its Affiliates exceeding the Beneficial Ownership Limitation, Maximum Percentage then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, times as its right thereto would not result in the Holder, its Affiliates and any Persons who are members of a Section 13(d) group with such Holder and the other Attribution Parties or its Affiliates exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 above, if If at any time on or after the Original Issue Date but prior to the Termination Date, the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property property, in each case pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock Warrant Shares acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the such extent of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excessextent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until the earlier of the Termination Date and such time or times, if ever, times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation). As used in this Section 9(c), (i) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities and (ii) “Convertible Securities” mean any capital stock, debt, securities or other contractual rights (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

Purchase Rights. In addition to any adjustments pursuant to Sections Section 2 or 3 above, if at any time on or after the Issuance Date and on or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Beneficial Ownership LimitationMaximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Beneficial Ownership Limitation Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership LimitationMaximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).

Purchase Rights. In addition to any adjustments pursuant to Sections 2 or 3 Section 5.2 above, if : (a) If at any time the Company Issuer grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock Shares (the “Purchase Rights”), then the Holder Holders will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which that the applicable Holder could have acquired if the applicable Holder had held the number of shares of Common Stock Shares acquirable upon complete exercise of this such Holder’s Warrant (without regard to any limitations or restrictions on the exercise of this such Warrant, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock Shares are to be determined for the grant, issuance issue or sale of such Purchase Rights Rights. (providedb) If the Issuer shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Common Shares (other than a dividend or distribution as to which an adjustment would be made pursuant to Section 5.2(a)), howeverby way of return of capital or otherwise (including, that to without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Company Distribution”), at any time after the extent that issuance of the Holder’s right to participate Warrants, then, in any each such Purchase Right would result in case, the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, then the Holder shall not Holders will be entitled to participate in receive, upon the terms applicable to such Purchase Right to Company Distribution, the extent aggregate Company Distribution that the applicable Holder would have received if the applicable Holder had held the number of the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership Common Shares acquirable upon complete exercise of such shares Holder’s Warrant (without regard to any limitations on the exercise of such Warrant) immediately before the date on which a record is taken for the dividend or other distribution of its assets (or rights to acquire its assets) of such Company Distribution, or, if no such record is taken, the date as of which the record holders of Common Stock as a result Shares are to be determined for the dividend or other distribution of its assets (or rights to acquire its assets) of such Purchase Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation)Company Distribution.