Common use of Subsequent Rights Offerings Clause in Contracts

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common 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 Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Shares.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a6.24(a) above, if if, at any time during which this Warrant while the Note is outstanding outstanding, the Company grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares 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 Common shares of Bridge Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of Notwithstanding the foregoing, no Purchase Rights will be made under this Section 3(b6.24(d) will not apply to any grant, issuance or sale in respect of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Sharesan Exempt Issuance.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) abovestated herein, if at any time during which this Warrant is outstanding the Company grants, issues or sells any security of the Company or any other entity that is convertible into, or exercisable or exchangeable for Common Share Equivalents Shares or any warrant or other rights right to purchase stockCommon Shares or any other security of the Company or any other entity that is convertible into, warrants, securities or exercisable or exchangeable for Common Shares or other property pro rata to all the record holders of any class of Common 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 Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, limitation on the Beneficial Ownership Limitation) Maximum 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 Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (Rights; provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(bMaximum 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) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Sharessame extent as if there had been no such limitation.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Equivalents options, warrants or other securities convertible into Common Stock or rights to purchase stock, warrants, securities or other property pro rata to all the record holders of any class of shares of Common Shares 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 Shares Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, 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 Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or and shall not be entitled to beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Shares.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) abovestated herein, if at any time during which this Warrant is outstanding the Company grants, issues or sells any security of the Company or any other entity that is convertible into, or exercisable or exchangeable for Common Share Equivalents Shares or any warrant or other rights right to purchase stockCommon Shares or any other security of the Company or any other entity that is convertible into, warrants, securities or exercisable or exchangeable for Common Shares or other property pro rata to all the record holders of any class of Common 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 Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, limitation on 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 Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (Rights; provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(bMaximum 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) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Sharessame extent as if there had been no such limitation.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class shares of Common Shares 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 Shares Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if evertime not exceeding twelve (12) months, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions ) provided Holder complies with all the other obligations of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property a beneficiary of the Company which is Purchase Rights that would not made pro rata to result in Holder exceeding the record holders of any class of Common SharesBeneficial Ownership Limitation.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class shares of Series B Cumulative Preferred Stock or Common Shares 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 Series B Cumulative Preferred Stock or Common Shares Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Series B Cumulative Preferred Stock or Common Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Series B Cumulative Preferred Stock or Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of shares of Series B Cumulative Preferred Stock or Common SharesStock.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, subject to the prior approval of the TSX Venture Exchange (so long as the Common Shares are listed for trading on the TSX Venture Exchange), if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Equivalents or other rights to purchase stockshares, warrants, securities or other property pro rata to the record holders of any class of Common 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 Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s 's right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) ), and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions To the extent that this Warrant has not been partially or completely exercised at the time of this Section 3(b) will not apply to any grantsuch Distribution, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property such portion of the Company which is not made pro rata to Distribution shall be held in abeyance for the record holders benefit of any class of Common Sharesthe Holder until the Holder has exercised this Warrant.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a2(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time shares of Common Share Equivalents Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents”) or rights to purchase stockshares, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares 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 Shares Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Shares.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Ordinary Share Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Ordinary 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 Common Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Common Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Ordinary Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Ordinary Shares.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) 4.1 above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time shares of Common Share Equivalents Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents”) or rights to purchase stockshares, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares Stock (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 Shares Stock acquirable upon complete exercise of this a Warrant (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Registered Holder’s right to participate in any such Purchase Right would result in the Registered Holder exceeding the Beneficial Ownership Limitation, then the Registered Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Registered Holder until such time, if ever, as its right thereto would not result in the Registered Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Shares.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common 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 Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s 's right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Shares.

Subsequent Rights Offerings. In addition to any adjustments pursuant to this Section 3(a) above6, if at any time during which this Warrant is outstanding after the Company effective date of these Amended and Restated Articles of Incorporation the Corporation grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares 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 Shares Stock acquirable upon complete exercise conversion of this Warrant such Holder's Series A Preferred (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s 's right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply Notwithstanding the foregoing, no Holder shall be entitled to any grant, issuance or sale Purchase Rights in respect of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Sharesan Exempt Issuance.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Ordinary Share Equivalents or other rights to purchase stockshares, warrants, securities or other property pro rata to the record holders of any class of Common Ordinary 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 Common Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Common Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Ordinary Share Equivalents or other rights to purchase stockshares, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Ordinary Shares.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) aboveabove (other than, following the date that the Debenture are no longer outstanding, a right to purchase securities received by the Company in exchange or consideration for the sale or transfer of the Exempt Assets) if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares 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 Shares Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, 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 exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Shares.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which while this Warrant is outstanding the Company grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Shares 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 Shares Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Common Shares Stock are to be determined for the grant, 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 exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions To the extent that this Warrant has not been partially or completely exercised at the time of this Section 3(b) will not apply to any such grant, issuance or sale of Common Share Equivalents or other rights the Purchase Rights, such Purchase Rights shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant; provided, however, that to purchase stock, warrants, securities or other property the extent such Purchase Rights expire for the stockholders of the Company which is if not made pro rata to exercised, the record holders Purchase Rights will also expire for the Holder as of any class of Common Sharessuch date.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a5(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares Stock (the “Purchase Rights”), then upon any subsequent conversion of this Debenture, 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 Shares Stock acquirable upon complete exercise conversion of this Warrant Debenture (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, 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 exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions ; provided further, that if it is impractical to provide the benefit of this Section 3(b) the Purchase Rights because of the nature of the Purchase Right, then upon any subsequent conversion the Company will not apply provide a substantially equivalent economic benefit to any the Holder, measured as of the time of the grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common SharesPurchase Right.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Ordinary Share Equivalents or other rights to purchase stockshares, warrants, securities or other property pro rata to the record holders of any class of Common Ordinary 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 Common shares of Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Common Ordinary Shares are to be determined for the grant, 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 exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions To the extent that this Warrant has not been partially or completely exercised at the time of this Section 3(b) will not apply to any such grant, issuance or sale of Common Share Equivalents or other rights the Purchase Rights, such Purchase Rights shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant; provided, however, that to purchase stock, warrants, securities or other property the extent such Purchase Rights expire for the shareholders of the Company which is if not made pro rata to exercised, the record holders Purchase Rights will also expire for the Holder as of any class of Common Sharessuch date.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) aboveIf the Company, if at any time during which while this Warrant is outstanding the Company grantsoutstanding, issues shall issue rights, options or sells any Common Share Equivalents or other rights warrants to purchase stock, warrants, securities or other property pro rata to the record all holders of any class Common Stock entitling them to subscribe for or purchase shares of Common Shares Stock (the “Purchase Rights”), then then, upon any exercise of this Warrant, 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 Common Warrant Shares acquirable issued upon complete such exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, 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 exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions For the term of this Section 3(b) will not apply to any grantWarrant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property the Company shall hold such Purchase Rights for the benefit of the Company which is not made pro rata to Holder until the record holders of Holder exercises this Warrant or any class of Common Sharesportion thereof.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) aboveabove and subject to the prior approval of the Nasdaq Capital Market (so long as the Common Shares are listed for trading on the Nasdaq Capital Market), if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Equivalents or other rights to purchase stockshares, warrants, securities or other property pro rata to the record holders of any class of Common 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 Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) ), and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions To the extent that this Warrant has not been partially or completely exercised at the time of this Section 3(b) will not apply to any grantsuch Distribution, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property such portion of the Company which is not made pro rata to Distribution shall be held in abeyance for the record holders benefit of any class of Common Sharesthe Holder until the Holder has exercised this Warrant.

Subsequent Rights Offerings. In addition to (but without duplication of) any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares 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 Shares Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, 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 exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right shall instead have the right to such extent shall be held purchase new pre-funded warrants, issued pursuant to a warrant agreement substantially in abeyance for the form of this Warrant, corresponding to an equivalent number of shares of Common Stock that the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions have been able to purchase or otherwise receive (including by exercise of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property of property) if the Company which is not made pro rata Holder was able to the record holders of any class of Common Sharesparticipate fully in such Purchase Right.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(aSections 6(a)-(b) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares Stock (the “Purchase Rights”), then the Holder Warrant Holders will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder Warrant Holders could have acquired if the Holder Warrant Holders had held the number of shares of Common Shares Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitationlimits imposed by Section 3(g)) 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Warrant Holder’s right to participate in any such Purchase Right would result in the Holder Warrant Holders exceeding the Beneficial Ownership Limitation, then the Holder Warrant Holder(s) shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder Warrant Holder(s) until such time, if ever, as its right thereto would not result in the Holder Warrant Holder(s) exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b6(c) will not apply to any grant, issuance or sale of Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of shares of Common SharesStock.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) and Section 3(b) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Shares Stock (the “Purchase Rights”), then such Purchase Rights shall be held in abeyance for the Holder will until the Holder exercises this Warrant in full and, upon the exercise of the Warrant in full, the Holder 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 Shares Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including 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 Common Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (Rights; provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions When such a Purchase Right is granted, issued or sold, the Company shall promptly notify the Holder of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property such event and of the Company which Purchase Rights that such Holder is not made pro rata entitled to receive upon exercise of the record holders of any class of Common SharesWarrant.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) aboveIf the Company, if at any time during which this after the date hereof while the Warrant is outstanding the Company grantsoutstanding, issues shall issue rights, options or sells any Common Share Equivalents or other rights warrants to purchase stock, warrants, securities or other property pro rata to the record all holders of any class Common Stock (and not to Holders) entitling them to subscribe for or purchase shares of Common Shares Stock at a price per share less than the Exercise Price (such lower price, the “Purchase RightsBase Rights Price” and such issuances collectively, a “Dilutive Rights Issuance”), then the Holder will Exercise Price shall be reduced and only reduced to equal the Base Rights Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to acquirereceive such rights, options or warrants. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(c) in respect of an Exempt Issuance. The Company shall issue a Dilutive Issuance Notice to the Holder in writing, no later than the Trading Day following the issuance of any rights, options or warrants subject to this Section 3(c), indicating therein the applicable exchange price or conversion price and other pricing terms. For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(c), upon the terms applicable to occurrence of any Dilutive Rights Issuance, after the date of such Purchase Rights, the aggregate Purchase Dilutive Rights which Issuance the Holder could have acquired if is entitled to receive a number of Warrant Shares based upon the Base Rights Price regardless of whether the Holder had held the number of Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, accurately refers to the extent that the Holder’s right to participate in any such Purchase Right would result Base Rights Price in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership Notice of such Common Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common SharesExercise.

Subsequent Rights Offerings. If the Company, at any time while the Debenture is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the Holders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower than the VWAP on the record date referenced below, then the Conversion Price shall be multiplied by a fraction of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming delivery to the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. In addition to any adjustments pursuant to Section 3(a5(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares 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 Shares Stock acquirable upon complete exercise conversion of this Warrant Debenture (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Shares.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the all record holders of any class shares of Common Shares 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 Shares Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of shares of Common SharesStock.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a7(a) or Section 7(b) above, if at any time during which this Warrant is outstanding the Company Corporation grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares 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 Holder could have acquired if the Holder had held the number of shares of Common Shares Stock acquirable upon complete exercise conversion of this Warrant such Holder’s Preferred Stock (without regard to any limitations on exercise conversion hereof, 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 Shares Stock are to be determined for the grant, 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 exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions To the extent that the issue price of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property such Purchase Rights would result in an adjustment of the Company which is Conversion Price pursuant to Section 7(c), such adjustment shall not made pro rata occur to the record holders of any class of Common Sharesextent the Holders were granted the right to acquire such Purchase Rights on the applicable terms.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares 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 Shares Stock acquirable upon complete exercise of this Warrant and conversion of the Warrant Shares (without regard to any limitations on exercise hereofhereof or conversions thereof, including without limitation, the Beneficial Ownership LimitationLimitation set forth in the Certificate of Designation) 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 Shares Stock are to be determined for the grant, 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 exceeding the Beneficial Ownership LimitationLimitation set forth in the Certificate of Designation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership LimitationLimitation set forth in the Certificate of Designation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Shares.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Ordinary Share Equivalents or other rights to purchase stockshares, warrants, securities or other property pro rata to the record holders of any class of Common Ordinary 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 Common Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Common Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b3(c) will not apply to any grant, issuance or sale of Common Ordinary Share Equivalents or other rights to purchase stockshares, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Ordinary Shares.

Subsequent Rights Offerings. If the Company, at any time while the Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the Holder) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP on the record date mentioned below, then the Exercise Price shall be multiplied by a fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares 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 Shares Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common SharesRights.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(aSections 6(a)-(b) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares Stock (the “Purchase Rights”), then the Warrant Holder will 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 Shares Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitationlimits imposed by Section 3(g)) 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Warrant Holder’s right to participate in any such Purchase Right would result in the Warrant Holder exceeding the Beneficial Ownership Limitation, then the Warrant Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Warrant Holder until such time, if ever, as its right thereto would not result in the Warrant Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b6(c) will not apply to any grant, issuance or sale of Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of shares of Common SharesStock.

Subsequent Rights Offerings. In Other than in connection with Excepted Issuances, in addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares 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 Shares Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions For purposes of this Section 3(bWarrant and Excepted Issuance is defined as one of the following: (i) will full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not apply to for the purpose of raising capital and which holders of such securities or debt are not at any granttime granted registration rights, (ii) the Company’s issuance of securities in connection with bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or sale debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Share Equivalents Stock or other rights the issuances or grants of options to purchase stockCommon Stock to employees, warrantsdirectors, and consultants, pursuant to plans described in the reports filed with the OTC Pink Marketplace as such plans are constituted on the Closing Date, (iv) securities upon the exercise or other property exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the unamended terms disclosed in the reports filed with the OTC Pink Marketplace, and (v) as a result of the Company exercise of Warrants which is not made pro rata are granted or issued pursuant to this Agreement or conversion of Notes issued pursuant to a Note Subscription Agreement dated of even date herewith on the unamended terms in effect on the Closing Date or securities issued to the record holders of any class of Common Shares.such Notes (collectively, the foregoing (i) through (v) are “Excepted Issuances”)

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) aboveIf the Company, if at any time during which while this Warrant is outstanding the Company grantsoutstanding, issues shall issue rights, options or sells any Common Share Equivalents or other rights warrants to purchase stock, warrants, securities or other property pro rata to the record all holders of any class Common Stock entitling them to subscribe for or purchase shares of Common Shares Stock (the “Purchase Rights”), then then, upon any exercise of this Warrant, 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 Common Warrant Shares acquirable issued upon complete such exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, 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 exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions For the term of this Section 3(b) will not apply to any grantWarrant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property the Company shall hold such Purchase Rights for the benefit of the Company which is not made pro rata to Holder until the record holders of Holder exercises this Warrant or any class of Common Sharesportion thereof.”

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above4.1 above and subject to the prior approval of the TSX Venture Exchange (so long as the Common Shares are listed for trading on the TSX Venture Exchange), if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Equivalents or other rights to purchase stockshares, warrants, securities or other property pro rata to the record holders of any class of Common 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 Common Shares acquirable upon complete exercise of this a Warrant (without regard to any limitations on exercise hereof, 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 Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) ), and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions To the extent that this Warrant has not been partially or completely exercised at the time of this Section 3(b) will not apply to any grantsuch Distribution, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property such portion of the Company which is not made pro rata to Distribution shall be held in abeyance for the record holders benefit of any class of Common Sharesthe Holder until the Holder has exercised this Warrant.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if If at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares 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 Shares Stock acquirable upon complete exercise of this Warrant the Right (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(bMaximum 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) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Sharessame extent as if there had been no such limitation).

Subsequent Rights Offerings. In If at any time on or after the Initial Exercise Date but on or prior to the Termination Date, in addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Ordinary Share Equivalents or other rights to purchase stockshares, warrants, securities or other property pro rata to the record holders of any class of Common Ordinary Shares or ADSs (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 Common Ordinary Shares or ADSs acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Common Ordinary Shares or ADSs are to be determined for the grant, 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 exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Ordinary Shares or ADSs as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until the earlier of the Termination Date and such time, if evertime or times, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance at which time or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of times the Company which is not made pro rata Holder shall be granted such right to the record holders of any class of Common Sharessame extent as if there had been no such limitation).

Subsequent Rights Offerings. In Upon the Company receiving the prior approval of the TSX (so long as the Common Shares are then listed on the TSX), in addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common 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 Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s 's right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will For greater certainty, the Company has not apply to any grantapplied for, issuance or sale of Common Share Equivalents or other rights to purchase stocknor received, warrants, securities or other property the prior written approval of the Company which is not made pro rata to TSX in respect of the record holders of any class of Common Sharesmatters contemplated by this subsection.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which while this Warrant is outstanding outstanding, the Company grants, issues or sells any Common Ordinary Share Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Ordinary 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 Common Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Common Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions To the extent that this Warrant has not been partially or completely exercised at the time of this Section 3(b) will not apply to any grantsuch Purchase Rights, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property such portion of the Company which is not made pro rata to Purchase Rights shall be held in abeyance for the record holders benefit of any class of Common Sharesthe Holder until the Holder has exercised this Warrant.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above4.1 above and subject to the prior approval of the Nasdaq Capital Market (so long as the Common Shares are listed for trading on the Nasdaq Capital Market), if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Equivalents or other rights to purchase stockshares, warrants, securities or other property pro rata to the record holders of any class of Common 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 Common Shares acquirable upon complete exercise of this a Warrant (without regard to any limitations on exercise hereof, 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 Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) ), and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions To the extent that this Warrant has not been partially or completely exercised at the time of this Section 3(b) will not apply to any grantsuch Distribution, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property such portion of the Company which is not made pro rata to Distribution shall be held in abeyance for the record holders benefit of any class of Common Sharesthe Holder until the Holder has exercised this Warrant.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, subject to the prior approval of the Nasdaq Capital Market (so long as the Common Shares are listed for trading on the Nasdaq Capital Market), if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Equivalents or other rights to purchase stockshares, warrants, securities or other property pro rata to the record holders of any class of Common 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 Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) ), and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions To the extent that this Warrant has not been partially or completely exercised at the time of this Section 3(b) will not apply to any grantsuch Distribution, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property such portion of the Company which is not made pro rata to Distribution shall be held in abeyance for the record holders benefit of any class of Common Sharesthe Holder until the Holder has exercised this Warrant.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a7(a) above, if at any time during which this Warrant is outstanding subsequent to the Company applicable Original Issue Date the Corporation grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares Stock, but excluding any issuances under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Corporation (the “Purchase Rights”), then the each Holder of Preferred Stock 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 Shares Stock acquirable upon complete exercise conversion of this Warrant such Holder’s Preferred Stock (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right of a Holder to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership LimitationLimitation and the Beneficial Ownership Limitation is not waived by the Holder, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Shares.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a7(a) above, if at any time during which this Warrant is outstanding subsequent to the Company applicable Original Issue Date the Corporation grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares Stock, but excluding any issuances under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Corporation (the “Purchase Rights”), then the each Holder of Preferred Stock 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 Shares Stock acquirable upon complete exercise conversion of this Warrant such Holder’s Preferred Stock (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership LimitationLimitation and the Issuable Maximum) 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the right of a Holder (other than the Designated Holder’s right ) to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Shares.

Subsequent Rights Offerings. In Upon the Company receiving the prior approval of the TSX-V (so long as the Common Shares are then listed on the TSX-V), in addition to any adjustments pursuant to Section 3(a) aboveabove (without duplication), if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common 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 Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will For greater certainty, the Company has not apply to any grantapplied for, issuance or sale of Common Share Equivalents or other rights to purchase stocknor received, warrants, securities or other property the prior written approval of the Company which is not made pro rata to TSX-V in respect of the record holders of any class of Common Sharesmatters contemplated by this subsection.

Subsequent Rights Offerings. In addition to any adjustments pursuant to If Section 3(a) above3.1 above does not apply, if at any time during which this Warrant is outstanding the Company grants, issues or sells any (a) securities that would entitle the holder thereof to acquire at any time Common Share Equivalents Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock or (b) rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares Stock (the “Purchase Rights”), then the Holder Purchaser will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder Purchaser could have acquired if the Holder Purchaser had held the number of shares of Common Shares Stock acquirable upon complete exercise of this Warrant the Right (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the HolderPurchaser’s right to participate in any such Purchase Right would result in the Holder Purchaser exceeding the Beneficial Ownership Limitation, then the Holder Purchaser shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder Purchaser until such time, if ever, as its right thereto would not result in the Holder Purchaser exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Shares.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Shares Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common 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 Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Common Shares are to be determined for the grant, 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 exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions To the extent that this Warrant has not been partially or completely exercised at the time of this Section 3(b) will not apply to any such grant, issuance or sale of Common Share Equivalents or other rights the Purchase Rights, such Purchase Rights shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant; provided, however, that to purchase stock, warrants, securities or other property the extent such Purchase Rights expire for the stockholders of the Company which is if not made pro rata to exercised, the record holders Purchase Rights will also expire for the Holder as of any class of Common Sharessuch date.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Class A Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Class A Common Shares 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 Class A Common Shares Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Class A Common Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Class A Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Class A Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of shares of Class A Common SharesStock.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) aboveabove and subject to the prior approval of the TSX Venture Exchange (so long as the Common Shares are listed for trading on the TSX Venture Exchange), if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Equivalents or other rights to purchase stockshares, warrants, securities or other property pro rata to the record holders of any class of Common 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 Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) ), and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions To the extent that this Warrant has not been partially or completely exercised at the time of this Section 3(b) will not apply to any grantsuch Distribution, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property such portion of the Company which is not made pro rata to Distribution shall be held in abeyance for the record holders benefit of any class of Common Sharesthe Holder until the Holder has exercised this Warrant.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Equivalents Options, Convertible Securities or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares 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 Shares Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b“Convertible Securities” means any stock or securities (other than Options) will not apply to any grant, issuance directly or sale indirectly convertible into or exercisable or exchangeable for shares of Common Share Equivalents Stock. “Options” means any rights, warrants or other rights options to subscribe for or purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class shares of Common SharesStock or Convertible Securities.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) aboveIf the Corporation, if at any time during which this Warrant while the Series 19 Preferred Stock is outstanding outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not proportionately to the Company grantsHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower than the VWAP on the record date for such issuance, issues or sells any Common Share Equivalents or other and do not offer the same rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Shares (the “Purchase Rights”)Holders, then the Holder will Conversion Price shall be entitled adjusted to acquirereflect such rights, upon options or warrants offering by multiplying the terms applicable to such Purchase RightsConversion Price by a fraction, the aggregate Purchase Rights numerator of which the Holder could have acquired if the Holder had held shall be the number of shares of Common Shares acquirable Stock outstanding before the record date for such issuance plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered (assuming delivery to the Corporation in full of all consideration payable upon complete exercise of this Warrant (without regard such rights, options or warrants) would purchase at such VWAP on the record date for such issuance and the denominator of which shall be the number of shares of the Common Stock outstanding on such record date plus the aggregate number of additional shares of Common Stock offered ** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to any limitations on exercise hereofthe omitted portions. **** Indicates that the amount of information omitted was a page or more in length, including without limitationand such information has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions for subscription or purchase. Such adjustment shall be made whenever such rights, options or warrants are issued, and shall become effective immediately after the Beneficial Ownership Limitation) immediately before the record date on which a record is taken for the grant, issuance or sale determination of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be shareholders entitled to participate in receive such Purchase Right to such extent (rights, options or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Shares.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a4(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Equivalents security entitling the holder thereof (including pursuant to sales, grants, conversions, warrant exercises or other issuances to the Holder as a result of this Warrant, prior transaction documents, or future transaction documents) to acquire Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (a “Common Stock Equivalent”) or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares 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 Shares Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Shares.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a7(a) above, if at any time during which this Warrant is outstanding subsequent to the Company applicable Original Issue Date the Corporation grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares Stock, but excluding any issuances under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Corporation (the “Purchase Rights”), then the each Holder of Preferred Stock 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 Shares Stock acquirable upon complete exercise conversion of this Warrant such Holder’s Preferred Stock (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the right of a Holder (other than the Designated Holder’s right ) to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Shares.

Subsequent Rights Offerings. In Upon the Company receiving the prior written approval of the TSX (so long as the Common Shares are then listed on the TSX), in addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Shares Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common 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 Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will For greater certainty, the Company has not apply to any grantapplied for, issuance or sale of Common Share Equivalents or other rights to purchase stocknor received, warrants, securities or other property the prior written approval of the Company which is not made pro rata to TSX in respect of the record holders of any class of Common Sharesmatters contemplated by this subsection 3(c).

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) abovestated herein, if at any time during which this Warrant is outstanding the Company grants, issues or sells any security of the Company or any other entity that is convertible into, or exercisable or exchangeable for Common Share Equivalents Shares or any warrant or other rights right to purchase stockCommon Shares or any other security of the Company or any other entity that is convertible into, warrants, securities or exercisable or exchangeable for Common Shares or other property pro rata to all the record holders of any class of Common 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 Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, limitation on the Beneficial Ownership Limitation) Maximum 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 Common Shares are to be determined for the grant, issue or sale of such Purchase Rights (Rights; provided, however, to the extent that the Holder’s 's right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership LimitationMaximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(bMaximum 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) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Sharessame extent as if there had been no such limitation.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Equivalents securities of the Company which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares (“Ordinary Shares Equivalents”) or rights to purchase stockshares, warrants, securities or other property pro rata to the record holders of any class of Common Ordinary 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 Common Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Common Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Shares.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Equivalents Stock Equivalents, Options, Convertible Securities or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares 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 Shares Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, 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 Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such timetime or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b, 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) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Sharessame extent as if there had been no such limitation).

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which subsequent to the Issue Date of this Warrant is outstanding but prior to the date the Company obtains the Stockholder Approval the Company grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares 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 Shares Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership LimitationLimitation and the Beneficial Ownership Limitation is not waived by the Holder, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Shares.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if If at any time during which this while any Warrant is outstanding the Company grants, issues or sells any Common Ordinary Share Equivalents or other rights to purchase stockequity, warrants, securities or other property property, in any such case, pro rata to the record holders of Ordinary Shares, other than any class of Common Shares issuance which constitutes a Dilutive Event or a Distribution (the “Purchase Rights”), then the Holder each Warrantholder will be entitled to acquirea number of Applicable Purchase Rights (as defined below) equal to the number of Purchase Rights which the Warrantholder would have received if, upon on the terms applicable to Record Date for the distribution of such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder Warrantholder had held the number of Common Ordinary Shares acquirable issuable upon complete exercise of this Warrant the Warrants held by such Warrantholder as of such Record Date (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before ). “Applicable Purchase Right” means, with respect to a particular Purchase Right and a particular Warrantholder, a purchase right on substantially the date on which a record is taken for the grant, issuance or sale of same terms and conditions applicable to such Purchase RightsRight, orand, if subject to the additional limitation that, unless such Warrantholder has waived the application of the limitations in Section 3.3(a) pursuant to Section 3.3(a)(i) and such waiver has become effective, such Warrantholder shall not have the right to exercise such Applicable Purchase Right, and no such record is taken, the date as of which the record holders of Common Shares are to exercise shall be determined for the grant, issue or sale of such Purchase Rights (provided, howevereffective, to the extent that after giving effect to such exercise, the HolderWarrantholder (together with the Warrantholder’s right to participate Affiliates and Attribution Parties) would beneficially own in any such Purchase Right would result in the Holder exceeding excess of the Beneficial Ownership Limitation (the “PR Limitation”). In order to exercise any such Applicable Purchase Right, a Warrantholder shall represent to the Company and the Warrant Agent that either (x) such Warrantholder has waived the application of the limitations in Section 3.3(a) pursuant to Section 3.3(a)(i) and such waiver has become effective or (y) such proposed exercise of such Applicable Purchase Right is not in excess of the PR Limitation, then and the Holder Company and the Warrant Agent shall not be entitled to participate rely on such representation without any investigation or verification. Neither the Company nor the Warrant Agent shall have any liability to a Warrantholder or any other Person in respect of the Company’s and the Warrant Agent’s reliance on such representation by a Warrantholder, any breach of such representation, error in any underlying calculation or understanding of the facts or legal determinations on which it is based, or any other actual or apparent non-compliance by such Warrantholder with the limitations in Section 3.3(a) or with the PR Limitation. To the extent that the PR Limitation applies, the determination of whether a Purchase Right is exercisable (in relation to such extent (or beneficial ownership other securities owned by the Warrantholder thereof together with any Affiliates and Attribution Parties) shall be in the sole discretion of such Common Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common SharesWarrantholder.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company JanOne grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders stockholders of any class of shares of Common Shares Stock (the “Purchase Rights”), then LIVE JANONE FIRST AMENDMENT.3 (corrected) the Holder Lender will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which that the Holder Lender could have acquired if the Holder Lender had held the 2 To assist the Lender in adhering to the Beneficial Ownership Limitation, JanOne shall, within two Business Days of Xxxxxx’s written request, provide to the Lender (or shall cause the Common Stock transfer agent to provide to the Lender) the number of shares of Common Shares Stock then issued and outstanding. LIVE JANONE FIRST AMENDMENT.3 (corrected) number of shares of Common Stock acquirable upon complete exercise of this Warrant conversion hereof (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, issue issue, or sale of such Purchase Rights (provided, however, that, to the extent that the HolderLender’s right to participate in any such Purchase Right would result in the Holder Lender exceeding the Beneficial Ownership Limitation, then the Holder Lender shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder Lender until such time, if ever, as its right thereto would not result in the Holder Lender exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property of the Company which is not made pro rata to the record holders of any class of Common Shares.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a6(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares Stock (the “Purchase Rights”)) at any time while this Debenture is outstanding, 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 Shares Stock acquirable upon complete exercise conversion of this Warrant Debenture (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions For clarity, prior to June 30, 2024, the Debentures shall nonetheless be deemed convertible for purposes of this Section 3(b6(b) will not apply to any and for purposes of this Section 6(b), the Conversion Price shall be deemed the lower of (i) $1.00 per share and (ii) the Closing Sale Price of the Common Stock on the Trading Day immediately before the date on which a record is taken for the grant, issuance or sale of Common Share Equivalents or other rights to purchase stocksuch Purchase Rights, warrantsor, securities or other property if no such record is taken, the date as of the Company which is not made pro rata to the record holders of any class shares of Common SharesStock are to be determined for the grant, issue or sale of such Purchase Rights.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Stock Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Shares 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 Shares Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Shares Stock are to be determined for the grant, 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 exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Shares Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions To the extent that this Warrant has not been partially or completely exercised at the time of this Section 3(b) will not apply to any grant, issuance or sale of Common Share Equivalents or other rights to purchase stock, warrants, securities or other property grant of the Company which is not made pro rata to Purchase Rights, such portion of the record holders Purchase Rights shall be held in abeyance for the benefit of any class of Common Shares.the Holder until the Holder has exercised this Warrant. d)

Subsequent Rights Offerings. In Upon the Company receiving the prior approval of the TSXV (so long as the Common Shares are then listed on the TSXV), in addition to any adjustments pursuant to Section 3(a) above, if at any time during which this Warrant is outstanding the Company grants, issues or sells any Common Share Equivalents or other rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common 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 Common Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, 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 Common Shares are to be determined for the grant, 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 exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). The provisions of this Section 3(b) will For greater certainty, the Company has not apply to any grantapplied for, issuance or sale of Common Share Equivalents or other rights to purchase stocknor received, warrants, securities or other property the prior written approval of the Company which is not made pro rata to TSXV in respect of the record holders of any class of Common Sharesmatters contemplated by this subsection.