Common use of Limitation on Exercise Clause in Contracts

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, this Warrant may not be exercised by the Warrant Holder to the extent that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Notice, the total number of shares of Common Stock deemed beneficially owned by such holder (other than by virtue of ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by the holder's "affiliates" (as defined in Rule 144 of the Act) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY"), would exceed 9.9% (the "RESTRICTED OWNERSHIP PERCENTAGE") of the total issued and outstanding shares of the Company's Common Stock; PROVIDED that (w) the Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company or in the event of a Change in Control Transaction, (x) the Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions of this Section 9 upon 61 days' prior notice to the Company or immediately in the event of a Change in Control Transaction, (y) the Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and (z) the Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effective

Limitation on Exercise. Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable by the Holder hereof to the extent (abut only to the extent) that the Holder or any of its affiliates would beneficially own in excess of 49.9% (the “Maximum Percentage”) of the Common Stock after giving effect to such exercise. To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be exercisable (as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the proviso of this paragraph with respect to any subsequent determination of exercisability. For purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the 1934 Act (as defined in the Securities Purchase Agreement) and the rules and regulations promulgated thereunder. The provision of this paragraph shall not be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent of holders of a majority of its common stock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock outstanding, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Securities Purchase Agreement. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 49.9% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder sending such notice and not to any other Holder. Notwithstanding anything to the contrary contained herein, if the Holder’s election to exercise this Warrant would result in the Holder exceeding the Maximum Percentage, the Holder may still exercise the Warrants and pay the Exercise Price for all Warrant Shares (without regard to the Maximum Percentage), but the Holder shall not be exercised by the Warrant Holder entitled to the extent that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Notice, the total number of receive any shares of Common Stock deemed beneficially owned by such holder (other than by virtue of ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all extent such shares of Common Stock would result in the Holder exceeding the Maximum Percentage (the “Excess Shares”) (or the beneficial ownership of, including voting rights with respect to, any such Excess Shares) and any Excess Shares shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage. The Holder shall not have rights as a stockholder with respect to any such Excess Shares held in abeyance for the benefit of the Holder, including, but not limited to, the right to vote or direct the disposition of such Excess Shares. For purposes of clarity, Excess Shares shall not be deemed to be beneficially owned by the holder's "affiliates" (as defined in Rule 144 of the Act) that would be aggregated Holder for any purpose including for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY"), would exceed 9.9% (the "RESTRICTED OWNERSHIP PERCENTAGE"or Rule 16a-1(a)(1) of the total issued and outstanding shares of the Company's Common Stock; PROVIDED that (w) the Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company or in the event of a Change in Control Transaction, (x) the Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions of this Section 9 upon 61 days' prior notice to the Company or immediately in the event of a Change in Control Transaction, (y) the Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and (z) the Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effective1934 Act.”

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant may not (or otherwise in respect hereof) shall be exercised by the Warrant Holder limited to the extent necessary to insure that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Noticefollowing such exercise (or other issuance), the total number of shares of Common Stock deemed then beneficially owned by such holder (Holder and its affiliates and any other than by virtue of persons whose beneficial ownership of this WarrantCommon Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The holder may waive the restriction in whole or ownership of other securities that have limitations on the holder's rights to convert or exercise similar in part upon and effective after 61 days prior written notice to the limitations set forth hereinCompany to change the beneficial ownership to 9.99%, but not in excess thereof. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate number of shares of Common Stock issuable upon exercise of all of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are being exercised), together with all the shares of Common Stock deemed beneficially owned issued by the holder's "affiliates" (Company as defined in Rule 144 part of the Act) that would be aggregated for Merger Consideration pursuant to the share exchange agreement entered into between the Company, Armada and the stockholders of Armada. will not constitute more than 49.90% of the Company’s total number of shares of Common Stock issued and outstanding at the time of exercise (the “Exercise Limitation”). For purposes of determining whether a group this subsection, the percentage shall be calculated in accordance with Rule 13d-3 under Section 13(d) of the Securities Exchange Act of 1934, as amended (amended. The determination whether or not the "EXCHANGE ACT") exists (an "AGGREGATION PARTY"), would exceed 9.9% (Exercise Limitation applies shall be made at the "RESTRICTED OWNERSHIP PERCENTAGE") of the total issued and outstanding shares sole discretion of the Company's Common Stock; PROVIDED that (w) the Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice . Notwithstanding anything herein to the Company or contrary, in the event Xxxxxx is unable to exercise this Warrant because of a Change in Control Transactionthe Exercise Limitation, (x) the Warrant Holder shall have the any right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions of this Section 9 upon 61 days' prior notice to redemption the Company or immediately in the event of a Change in Control Transaction, (y) the Warrant Holder can make subsequent adjustments otherwise has pursuant to (w) or (x) any number of times from time to time (which adjustment this Warrant shall be effective immediately if it results in a decrease in suspended until such time as the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and (z) the Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectivefully exercise the Warrant.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, this Warrant may shall not be exercised by the Warrant Holder exercisable to the extent that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Notice, that (A) the total number of aggregate shares of Common Stock deemed beneficially owned issued by such holder the Company to holders of Preferred Stock upon conversion pursuant to Section 5(b)(i) of the Certificate, plus (other than B) the aggregate shares of Common Stock issued or issuable by virtue of ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar Company pursuant to the limitations set forth herein), together with exercise of warrants issued by the Company under the Subscription Agreement or Registration Rights Agreement would exceed 19.99% of all shares of Common Stock deemed beneficially owned by the holder's "affiliates" (as defined in Rule 144 of the Act) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY"), would exceed 9.9% (the "RESTRICTED OWNERSHIP PERCENTAGE") of the total issued and outstanding shares of on the Issue Date, subject to pro rata adjustment in connection with any stock splits, stock dividends, or similar changes to the Company's Common Stock; PROVIDED that ’s capitalization occurring after the Issue Date (w) the Warrant “20% Cap”), unless the Company receives stockholder approval to exceed the 20% Cap. The Holder shall have the right to receive cash payments from the Company for all shares of Common Stock that this Section 3(f) renders the Company incapable of issuing to such Holder (“Deficiency Shares”) at a price equal to the value determined by the Black-Scholes pricing model for such portion of the Warrants which would otherwise be exercisable for Deficiency Shares. If applicable, the restrictions and redemption obligations set forth in this Section 3(f) shall cease to apply if (1) the Company obtains stockholder approval to issue Common Stock in excess of the 20% Cap pursuant to the rules and regulations of The Nasdaq Stock Market (or such other principal trading market on which the Common Stock is quoted or listed for trading), or (2) the Company provides the Holder with irrevocable written notice, based upon the written advice of its counsel, that any such issuance of Common Stock is not subject to the 20% Cap pursuant to the rules and regulations of The Nasdaq Stock Market LLC. The Company will use its best efforts promptly to obtain either the stockholder approval or the irrevocable notice described in the preceding sentence and to provide the Holder with a copy of same. Without limiting the foregoing, in the event at any time and from time the number of Registrable Securities then issued or issuable upon full exercise of the Warrant is 85% of the 20% Cap (assuming full exercise without regard to time to reduce its Restricted Ownership Percentage immediately upon notice to any beneficial ownership limitations set forth therein), then the Company or shall within 60 days hold a stockholder meeting and solicit the aforementioned stockholder approval by soliciting proxies in favor of issuing Common Stock in excess of the event 20% Cap and will use its best efforts to have all affiliates of a Change in Control Transaction, (x) the Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions of this Section 9 upon 61 days' prior notice to the Company which own or immediately control shares of Common Stock to vote their shares in the event favor of a Change in Control Transaction, (y) the Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and (z) the Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectivesuch resolution.

Limitation on Exercise. (ai) Notwithstanding anything to the contrary contained hereinThe Company shall not affect any exercise of this Warrant, this Warrant may not be exercised by and the Warrant Holder Holder(s) shall not have the right to exercise any portion of this Warrant, pursuant to Section 3 or otherwise, to the extent that, that after giving effect to Warrant Shares to be issued pursuant to a Subscription such issuance after exercise as set forth on the applicable Exercise Notice, the total Warrant Holder(s) (together with its Affiliates, and any other Persons acting as a group together with the Warrant Holder(s) or any of its Affiliates), would beneficially own in excess of 9.99% of the number of shares of Common Stock deemed beneficially owned by such holder (other than by virtue of ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar outstanding immediately after giving effect to the limitations set forth herein), together with all issuance of shares of Common Stock deemed issuable upon exercise of this Warrant (the “Beneficial Ownership Limitation”). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the holder's "affiliates" Warrant Holder(s) and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (as defined in Rule 144 i) exercise of the Actremaining, nonexercised portion of this Warrant beneficially owned by the Warrant Holder(s) or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that would be aggregated is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (collectively, “Common Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Warrant Holder(s) or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of determining whether a group under this Section 3(g), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY"“Exchange Act”), would exceed 9.9% and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 3(g)(i) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the "RESTRICTED OWNERSHIP PERCENTAGE"Warrant Holder(s) together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Warrant Holder(s), and the submission of an Exercise Notice shall be deemed to be the Warrant Holder’s determination of whether, and representation and certification to the Company that, this Warrant is exercisable (in relation to other securities owned by the Warrant Holder(s) together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the total issued Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3(g), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company's Common Stock; PROVIDED that ’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (wB) the Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to a more recent public announcement by the Company or in the event of (C) a Change in Control Transaction, (x) the Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions of this Section 9 upon 61 days' prior more recent written notice to by the Company or immediately in its transfer agent setting forth the event number of shares of Common Stock outstanding. Upon the written or oral request of a Change Holder, the Company shall within two (2) trading days confirm orally and in Control Transaction, (ywriting to the Warrant Holder(s) the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Warrant Holder can make subsequent adjustments pursuant to (wHolder(s) or (x) any its Affiliates since the date as of which such number of times from time to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event outstanding shares of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and (z) the Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectiveCommon Stock was reported.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant may not (or otherwise in respect hereof) shall be exercised by the Warrant Holder limited to the extent necessary to insure that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Noticefollowing such exercise (or other issuance), the total number of shares of Common Stock deemed then beneficially owned by such holder (Holder and its Affiliates and any other than by virtue of Persons whose beneficial ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by the holder's "affiliates" (as defined in Rule 144 of the Act) that would be aggregated with the Holder's for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934Act, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY"), would does not exceed 9.94.999% (the "RESTRICTED OWNERSHIP PERCENTAGEThreshold Percentage") or 9.999% (the "Maximum Percentage") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise (or other issuance)). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder to the Company that the Holder has evaluated the limitations set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. The Company's obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation. By written notice to the Company's Common Stock; PROVIDED that (w) , the Warrant Holder shall have the right (x) at any time and from time to time to reduce its Restricted Ownership Maximum Percentage immediately upon notice to the Company or in the event and only to the extent that Section 16 of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a Change in Control Transaction, percentage less than 9.999% and (xy) the Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions provisions of this Section 9 upon 61 days' prior notice insofar as they relate to the Company Threshold Percentage or immediately to increase or decrease its Threshold Percentage (but not in excess of the event of a Change in Control TransactionMaximum Percentage) unless the Holder shall have, by written instrument delivered to the Company, irrevocably waived its rights to so increase or decrease its Threshold Percentage, but (y) the Warrant Holder can make subsequent adjustments pursuant to (w) or (xi) any number of times from time to time (which adjustment shall such waiver, increase or decrease will not be effective immediately if it results in a decrease in until the Restricted Ownership Percentage or shall be effective upon 61 days' prior written 61st day after such notice or immediately in is delivered to the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) Company, and (zii) any such waiver, increase or decrease will apply only to the Warrant Holder may eliminate or reinstate this limitation at and not to any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectiveother holder of Warrants.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant may not (or otherwise in respect hereof) shall be exercised by the Warrant Holder limited to the extent necessary to ensure that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Noticefollowing such exercise (or other issuance), the total number of shares of Common Stock deemed then beneficially owned by such holder (Holder and its Affiliates and any other than by virtue of Persons whose beneficial ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by the holder's "affiliates" (as defined in Rule 144 of the Act) that would be aggregated with the Holder’s for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934Act, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY"), would does not exceed 9.94.999% (the "RESTRICTED OWNERSHIP PERCENTAGE"“Threshold Percentage”) or 9.999% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitations set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section 11 shall be suspended (and shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation. By written notice to the Company's Common Stock; PROVIDED that (w) , the Warrant Holder shall have the right (x) at any time and from time to time to reduce its Restricted Ownership Maximum Percentage immediately upon notice to the Company or in the event and only to the extent that Section 16 of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a Change in Control Transaction, percentage less than 9.999% and (xy) the Warrant Holder shall have the right at any time and from time to time time, to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions provisions of this Section 9 upon 61 days' prior notice 11 insofar as they relate to the Company Threshold Percentage or immediately to increase or decrease its Threshold Percentage (but not in excess of the event of a Change in Control TransactionMaximum Percentage) unless the Holder shall have, by written instrument delivered to the Company, irrevocably waived its rights to so increase or decrease its Threshold Percentage, but (y) the Warrant Holder can make subsequent adjustments pursuant to (w) or (xi) any number of times from time to time (which adjustment shall such waiver, increase or decrease will not be effective immediately if it results in a decrease in until the Restricted Ownership Percentage or shall be effective upon 61 days' prior written 61st day after such notice or immediately in is delivered to the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) Company, and (zii) any such waiver or increase or decrease will apply only to the Warrant Holder may eliminate or reinstate this limitation at and not to any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectiveother holder of Warrants.

Limitation on Exercise. (a) Notwithstanding anything The Holder shall not have the right to the contrary contained hereinexercise this Warrant, this Warrant may not be exercised by the Warrant Holder to the extent that, that immediately after giving effect to such exercise, such Person (together with such Person’s affiliates) would beneficially own in excess of 4.99% (such percentage, as may be adjusted pursuant to this Section 11, the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. Such Holder’s delivery of an Exercise Notice shall constitute a representation that, upon delivery of the Warrant Shares to be issued to it pursuant to a Subscription the Exercise Notice, such Holder and its affiliates will not own more than the total Maximum Percentage applicable to such Holder immediately after giving effect to such exercise. The Company shall be entitled to rely on such representation deemed made by the Holder and shall not be deemed to have violated the Maximum Percentage by issuing to such Holder no more than the number of shares of Common Stock deemed provided for in an Exercise Notice. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such holder (other than by virtue Person and its affiliates shall include the number of ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the holder's "affiliates" such Person and its affiliates and (as defined in Rule 144 ii) exercise or conversion of the Actunexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) that would be aggregated subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of determining whether a group under this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (amended, and the "EXCHANGE ACT") exists (an "AGGREGATION PARTY")rules and regulations promulgated thereunder. For purposes of this Warrant, would exceed 9.9% (in determining the "RESTRICTED OWNERSHIP PERCENTAGE") number of the total issued and outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company's ’s most recent Form 10-K or Form 10-Q with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock; PROVIDED that (w) the Warrant Holder shall have the right Stock outstanding. For any reason at any time time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day (as defined in the Purchase Agreement) confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to reduce any other percentage not in excess of 9.99% or less than 4.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of the Warrants. For the avoidance of doubt, to the extent the limitation set forth in this Section 11 applies, the determination (i) of whether the exercise of this Warrant may be effected (vis-à-vis other options or convertible securities owned by the Holder or any of its Restricted Ownership affiliates) and (ii) of which of such options or convertible securities shall be convertible, exercisable or exchangeable (as the case may be, as among all such securities owned by the Holder) shall, subject to such Maximum Percentage immediately upon notice limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). The provisions of this paragraph shall be construed and implemented in a manner other than in strict conformity with the event of a Change in Control Transaction, (x) the Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions terms of this Section 9 upon 61 days' prior notice 1(g) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the Company intended beneficial ownership limitation herein contained or immediately in the event of a Change in Control Transaction, (y) the Warrant Holder can to make subsequent adjustments pursuant changes or supplements necessary or desirable to (w) or (x) any number of times from time properly give effect to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and (z) the Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectivesuch limitation.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, this Warrant may not be exercised by the Warrant Holder to the extent that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Notice, the total number of shares of Common Stock deemed beneficially owned by such holder (other than by virtue of ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by the holder's "affiliates" (as defined in Rule 144 of the Act) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act") exists (an "AGGREGATION PARTY")exists, would exceed 9.9% (the "RESTRICTED OWNERSHIP PERCENTAGE") of Warrant Holder's Restricted Ownership Percentage specified on Schedule I to the total issued and outstanding shares of the Company's Common StockAgreement; PROVIDED provided that (w) the each Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company or immediately in the event of a Change in Control TransactionTransaction (other than the Merger), (x) the each Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions of this Section 9 upon 61 days' prior notice to the Company or immediately in the event of a Change in Control TransactionTransaction (other than the Merger), (y) the each Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction (other than the Merger) if it results in an increase in the Restricted Ownership Percentage) and (z) the each Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectiveeffective immediately). Without limiting the foregoing, in the event of a Change in Control Transaction, any holder may reinstate immediately (in whole or in part) the requirement that any increase in its Restricted Ownership Percentage be subject to 61 days' prior written notice, notwithstanding such Change in Control Transaction, without imposing such requirement on, or otherwise changing such holder's rights with respect to, any other Change in Control Transaction. For this purpose, any material modification of the terms of a Change in Control Transaction will be deemed to create a new Change in Control Transaction. The term "deemed beneficially owned" as used in this Warrant shall exclude shares that might otherwise be deemed beneficially owned by reason of the convertibility of the Preferred Shares. A "Change in Control Transaction" will be deemed to have occurred upon the earlier of announcement or consummation of a transaction or series of transactions (other than the Merger) involving (x) any consolidation or merger of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation), or any other corporate reorganization or transaction or series of related transactions in which in excess of 50% of the Company's voting power is transferred through a merger, consolidation, tender offer or similar transaction, or (y) in excess of 50% of the Corporation's Board of Directors consists of directors not nominated by the prior Board of Directors of the Company, or (z) any person (as defined in Section 13(d) of the Exchange Act, together with its affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period) in excess of 50% of the Company's voting power. The delivery of a Subscription Notice by the Warrant Holder shall be deemed a representation by such holder that it is in compliance with this paragraph.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, this Warrant may not be exercised by the Warrant Holder to the extent that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Notice, the total number of shares of Common Stock deemed beneficially owned by such holder (other than by virtue of ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by the holder's "affiliates" (as defined in Rule 144 of the Act) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY")exists, would exceed 9.9% (the "RESTRICTED OWNERSHIP PERCENTAGE") of Warrant Holder's Restricted Ownership Percentage specified on Schedule I to the total issued and outstanding shares of the Company's Common StockAgreement; PROVIDED that (w) the each Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company or in the event of a Change in Control Transaction, (x) the each Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions of this Section 9 upon 61 days' prior notice to the Company or immediately in the event of a Change in Control Transaction, (y) the each Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and (z) the Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectivecan

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained hereinset forth in this Warrant, at no time may a Registered Holder of this Warrant may not be exercised by exercise any portion of this Warrant if the Warrant Holder to the extent that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Notice, the total number of shares of Common Stock deemed to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock beneficially owned by such holder Registered Holder at such time, the number of shares of Common Stock which would result in such Registered Holder beneficially owning (other than by virtue as determined in accordance with Section 13(d) of ownership the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a Registered Holder of this Warrant, Warrant providing the Company with sixty-one (61) days notice (pursuant to Section 10 hereof) (the “Waiver Notice”) that such Registered Holder would like to waive this Section 1(e) with regard to any or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed issuable upon exercise of this Warrant, this Section 1(e) will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) days immediately preceding the expiration of the term of this Warrant. [Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Registered Holder of this Warrant exercise any portion of this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock beneficially owned by such Registered Holder at such time, the holder's "affiliates" number of shares of Common Stock which would result in such Registered Holder beneficially owning (as defined determined in Rule 144 of the Act) that would be aggregated for purposes of determining whether a group under accordance with Section 13(d) of the Securities Exchange Act and the rules thereunder) in excess of 1934, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY"), would exceed 9.99.99% (the "RESTRICTED OWNERSHIP PERCENTAGE") of the total then issued and outstanding shares of the Company's Common Stock; PROVIDED that (w) the Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company or in the event of a Change in Control Transaction, (x) the Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions of this Section 9 upon 61 days' prior notice to the Company or immediately in the event of a Change in Control Transaction, (y) the Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and (z) the Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectiveStock.]1

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained hereinset forth in this Warrant, at no time may a Registered Holder of this Warrant may not be exercised by exercise any portion of this Warrant if the Warrant Holder to the extent that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Notice, the total number of shares of Common Stock deemed to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock beneficially owned by such holder Registered Holder at such time, the number of shares of Common Stock which would result in such Registered Holder beneficially owning (other than by virtue as determined in accordance with Section 13(d) of ownership the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a Registered Holder of this Warrant, Warrant providing the Company with sixty-one (61) days notice (pursuant to Section 10 hereof) (the "Waiver Notice") that such Registered Holder would like to waive this Section 1(e) with regard to any or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed issuable upon exercise of this Warrant, this Section 1(e) will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) days immediately preceding the expiration of the term of this Warrant. [Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Registered Holder of this Warrant exercise any portion of this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock beneficially owned by such Registered Holder at such time, the holder's "affiliates" number of shares of Common Stock which would result in such Registered Holder beneficially owning (as defined determined in Rule 144 of the Act) that would be aggregated for purposes of determining whether a group under accordance with Section 13(d) of the Securities Exchange Act and the rules thereunder) in excess of 1934, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY"), would exceed 9.99.99% (the "RESTRICTED OWNERSHIP PERCENTAGE") of the total then issued and outstanding shares of the Company's Common Stock; PROVIDED that (w) the Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company or in the event of a Change in Control Transaction, (x) the Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions of this Section 9 upon 61 days' prior notice to the Company or immediately in the event of a Change in Control Transaction, (y) the Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and (z) the Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectiveStock.]1

Limitation on Exercise. (a) Notwithstanding anything to the contrary ---------------------- contained herein, this Warrant may not be exercised by the Warrant Holder to the extent that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Notice, the total number of shares of Common Stock deemed beneficially owned by such holder (other than by virtue of ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by the holder's "affiliates" (as defined in Rule 144 of the Act) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act") exists (an "AGGREGATION PARTY")exists, would exceed 9.9% of the Common Shares issued and outstanding immediately following such exercise (the "RESTRICTED OWNERSHIP PERCENTAGERestricted Ownership Percentage") of the total issued and outstanding shares of the Company's Common Stock); PROVIDED provided that -------- (w) the each Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company or in the event of a Change in of Control Transaction, (x) the each Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions of this Section 9 10 upon 61 days' prior notice to the Company or immediately in the event of a Change in of Control Transaction, (y) the each Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in of Control Transaction if it results in an increase in the Restricted Ownership Percentage) and (z) the each Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectiveeffective immediately). Without limiting the foregoing, in the event of a Change of Control Transaction, any holder may reinstate immediately (in whole or in part) the requirement that any increase in its Restricted Ownership Percentage be subject to 61 days' prior written notice, notwithstanding such Change of Control Transaction, without imposing such requirement on, or otherwise changing such holder's rights with respect to, any other Change of Control Transaction. For this purpose, any material modification of the terms of a Change of Control Transaction will be deemed to create a new Change of Control Transaction. A "CHANGE OF CONTROL TRANSACTION" will be deemed to have occurred upon the earlier of the announcement or consummation of a transaction or series of transactions involving (x) any consolidation or merger of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation), or any other corporate reorganization or transaction or series of related transactions in which in excess of 50% of the Company's voting power is transferred through a merger, consolidation, tender offer or similar transaction, or (y) in excess of 50% of the Company's Board of Directors consists of directors not nominated by the prior Board of Directors of the Company, or (z) any person (as defined in Section 13(d) of the Exchange Act, together with its affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period) in excess of 50% of the Company's voting power. The delivery of a Subscription Notice by the Warrant Holder shall be deemed a representation by such holder that it is in compliance with this paragraph.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, this Warrant may not be exercised by the Warrant Holder to the extent that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Notice, the total number of shares of Common Stock deemed beneficially owned by such holder (other than by virtue of ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by the holder's "affiliates" (as defined in Rule 144 of the Act) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY")exists, would exceed 9.94.9% (the "RESTRICTED OWNERSHIP PERCENTAGE4.9% LIMIT") of the total issued and outstanding shares of the Company's Common Stock); PROVIDED that (w) the each Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage the 4.9% Limit immediately upon notice to the Company or in the event of a Change in Control Transaction, (x) the each Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage the 4.9% Limit or otherwise waive in whole or in part the restrictions of this Section 9 10 upon 61 days' prior notice to the Company or immediately in the event of a Change in Control Transaction, (y) the each Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage 4.9% Limit or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage4.9% Limit) and (z) the each Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectiveeffective immediately) PROVIDED, FURTHER, that the Warrant Holder shall not be permitted to waive any provision of this Section 10 to the extent that, if the Warrant Holder were to acquire additional shares of Common Stock pursuant to such waiver, the limitation set forth in the first sentence of this Section 10 would be exceeded if the 4.9% Limit were 9.99%. Without limiting the foregoing, in the event of a Change in Control Transaction, any holder may reinstate immediately (in whole or in part) the 4.9% Limit, notwithstanding such Change in Control Transaction, without imposing such EXECUTION VERSION

Limitation on Exercise. (a) Notwithstanding anything The Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to the contrary contained hereinexercise this Warrant, this Warrant may not be exercised by the Warrant Holder to the extent that, that after giving effect to Warrant Shares to be issued pursuant to a Subscription Noticesuch exercise, such Holder (together with the total Holder’s affiliates) would beneficially own in excess of 9.9% (the “Maximum Percentage”) of the number of shares of Common Stock deemed beneficially owned by outstanding immediately after giving effect to such holder (other than by virtue of ownership exercise. For purposes of this Warrantparagraph, or beneficial ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together shall be calculated in accordance with all shares of Common Stock deemed beneficially owned by the holder's "affiliates" (as defined in Rule 144 of the Act) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY"“Exchange Act”). For purposes of this Warrant, would exceed 9.9% (in determining the "RESTRICTED OWNERSHIP PERCENTAGE") number of the total issued and outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company's Common Stock; PROVIDED that ’s most recent Form 10-K, Form 10-Q, Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be or (w2) a more recent public announcement or other notice by the Warrant Holder shall have the right Company. For any reason at any time and time, upon the written or oral request of the Holder, the Company shall within two (2) Business Days confirm in writing to the Holder the number of shares of Common Stock then outstanding. By written notice to the Company, the Holder may from time to time to reduce its Restricted Ownership increase or decrease the Maximum Percentage immediately upon specified in such notice; provided that (i) any increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of SPA Warrants. The provisions of this paragraph shall be construed and implemented in a manner other than in strict conformity with the event of a Change in Control Transaction, (x) the Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions terms of this Section 9 upon 61 days' prior notice 18 to correct this paragraph (or any portion hereof) to the Company extent it may be defective or immediately inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding anything contained in this Section 18 to the event contrary, this Section 18 shall have no force or effect to the extent that the Holder hereof is at the time of a Change in Control Transaction, exercise the beneficial owner of more than 9.9% of the number of shares of Common Stock excluding (yi) the Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (shares of Common Stock which adjustment shall would be effective immediately if it results in a decrease in issuable upon exercise of the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in unexercised portion of this Warrant beneficially owned by the event Holder and any of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) its affiliates and (zii) the Warrant number of shares of Common Stock which would be issuable upon exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company beneficially owned by such Holder may eliminate and its affiliates subject to a limitation on conversion or reinstate this exercise analogous to the limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectivecontained herein.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant may not (or otherwise in respect hereof) shall be exercised by the Warrant Holder limited to the extent necessary to insure that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Noticefollowing such exercise (or other issuance), the total number of shares of Common Stock deemed then beneficially owned by such holder (Holder and its Affiliates and any other than by virtue of Persons whose beneficial ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by the holder's "affiliates" (as defined in Rule 144 of the Act) that would be aggregated with the Holder’s for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934Act, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY"), would does not exceed 9.94.999% (the "RESTRICTED OWNERSHIP PERCENTAGE"“Threshold Percentage”) or 9.999% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise (or other issuance)). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder to the Company that the Holder has evaluated the limitations set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation. By written notice to the Company's Common Stock; PROVIDED that (w) , the Warrant Holder shall have the right (x) at any time and from time to time to reduce its Restricted Ownership Maximum Percentage immediately upon notice to the Company or in the event and only to the extent that Section 16 of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a Change in Control Transaction, percentage less than 9.999% and (xy) the Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions provisions of this Section 9 upon 61 days' prior notice insofar as they relate to the Company Threshold Percentage or immediately to increase or decrease its Threshold Percentage (but not in excess of the event of a Change in Control TransactionMaximum Percentage) unless the Holder shall have, by written instrument delivered to the Company, irrevocably waived its rights to so increase or decrease its Threshold Percentage, but (y) the Warrant Holder can make subsequent adjustments pursuant to (w) or (xi) any number of times from time to time (which adjustment shall such waiver, increase or decrease will not be effective immediately if it results in a decrease in until the Restricted Ownership Percentage or shall be effective upon 61 days' prior 61st day after such written notice or immediately in is delivered to the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) Company, and (zii) any such waiver, increase or decrease will apply only to the Warrant Holder may eliminate or reinstate and not to any other holder of Warrants. Notwithstanding anything to the contrary herein, this limitation at any time and from time Section 11 shall not apply to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectiveWarrants issued to Sxxx Xxxxx.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, this Warrant the number of shares of Common Stock that may not be exercised acquired by the Warrant Holder at any time upon exercise pursuant to the extent terms hereof shall not exceed a number that, after giving effect when added to Warrant Shares to be issued pursuant to a Subscription Notice, the total number of shares of Common Stock deemed beneficially owned by such holder Holder at such time (other than by virtue of the ownership of this Warrant, securities or ownership of other rights to acquire securities (including the Warrant and Preferred Shares) that have limitations on the holderHolder's rights right to convert convert, exercise or exercise purchase similar to the limitations limitation set forth herein), together with all shares of Common Stock deemed beneficially owned (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) by the holderHolder's "affiliates" (as defined in Rule 144 of the Securities Act) ("AGGREGATION PARTIES") that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934Act, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY")exists, would exceed 9.9% (the "RESTRICTED OWNERSHIP PERCENTAGE") of the total issued and outstanding shares of the Company's Common Stock; PROVIDED that Stock (w) the Warrant "RESTRICTED OWNERSHIP PERCENTAGE"). The Holder shall have the right (x) at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company or in the event of a Change in Control Transaction, and (xy) the Warrant Holder shall have the right (subject to waiver) at any time and from time to time time, to increase its Restricted Ownership Percentage or to what the Holder would otherwise waive in whole or in part the restrictions of be entitled under this Section 9 upon 61 days' prior notice to the Company or Warrant immediately in the event of the announcement as pending or planned, of a Change in Control Transaction, . The limitation contained in paragraphs (ya) above of this Section 9 may be enforced by the Warrant Holder can make subsequent adjustments pursuant Company as follows: the Company's obligation to (w) or (x) any number of times from time issue Common Stock which would exceed such limits referred to time (which adjustment in this Section 19 shall be effective immediately suspended to the extent necessary until such time, if it results any, as shares of Common Stock may be issued in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and (z) the Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectivecompliance with such restrictions.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, this Warrant may not be exercised by the Warrant Holder to the extent that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Notice, the total number of shares of Common Stock deemed beneficially owned by such holder (other than by virtue of ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by the holder's "affiliates" (as defined in Rule 144 of the Act) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") ACT exists (an "AGGREGATION PARTY"), would exceed 9.9% (the "RESTRICTED OWNERSHIP PERCENTAGE") of the total issued and outstanding shares of the Company's Common Stock; PROVIDED provided that (w) the Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company or in the event of a Change in Control Transaction, (x) the Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions of this Section 9 upon 61 days' prior notice to the Company or immediately in the event of a Change in Control Transaction, and (y) the Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and (z) ). Without limiting the foregoing, in the event of a Change in Control Transaction, the Warrant Holder may eliminate reinstate immediately (in whole or reinstate in part) the requirement that any increase in its Restricted Ownership Percentage be subject to subsequent Change in Control Transactions. For this limitation at purpose, any time and from time to time (which elimination material modification of the terms of a Change in Control Transaction will be effective upon 61 days' prior notice and which reinstatement will be effectivedeemed to create a new Change in Control Transaction. The term "DEEMED BENEFICIALLY OWNED" as used in this Warrant shall exclude shares that

Limitation on Exercise. Notwithstanding the provisions of this Agreement, the Investor Warrants, the Investor Replacement Warrants or the Investor Additional Replacement Warrants, in no event (aexcept (i) Notwithstanding anything as specifically provided in this Agreement as an exception to this provision, (ii) while there is outstanding a tender offer for any or all of the contrary contained hereinshares of the Company’s Common Stock, this Warrant may not or (iii) at the Investor’s option, on at least sixty-five (65) days’ advance written notice from the Investor) shall the Investor be exercised by entitled to exercise the Warrant Holder Investor Replacement Warrants or the Investor Additional Replacement Warrants, or shall the Company have the obligation to issue shares upon such exercise of all or any portion of the Investor Replacement Warrants or the Investor Additional Replacement Warrants to the extent that, that after giving effect to Warrant Shares to be issued pursuant to a Subscription Notice, such exercise the total sum of (1) the number of shares of Common Stock deemed beneficially owned by such holder the Investor and its affiliates (other than by virtue of ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of the Investor Replacement Warrants and the Investor Additional Replacement Warrants or other rights to purchase Common Stock or other convertible securities), and (2) the number of shares of Common Stock issuable upon the exercise of the Investor Replacement Warrants and the Investor Additional Replacement Warrants with respect to which the determination of this proviso is being made, would result in beneficial ownership by the holder's "affiliates" (as defined in Rule 144 Investor and its affiliates of more than 4.99% of the Act) that would outstanding shares of Common Stock (after taking into account the shares to be aggregated for issued to the Investor upon such exercise). For purposes of determining whether a group under the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY"“1934 Act”), would exceed 9.9% except as otherwise provided in clause (the "RESTRICTED OWNERSHIP PERCENTAGE"1) of such sentence. The Investor, by its execution of this Agreement, further agrees that if the total issued and outstanding shares Investor transfers or assigns any of the Company's Common Stock; PROVIDED that (w) the Warrant Holder Investor Replacement Warrants or Investor Additional Replacement Warrants to a party who or which would not be considered such an affiliate, such assignment shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice be made subject to the Company transferee’s or in assignee’s specific agreement to be bound by the event of a Change in Control Transaction, (x) the Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions provisions of this Section 9 upon 61 days' prior notice to 1.6 as if such transferee or assignee were the Company or immediately in the event of a Change in Control Transaction, (y) the Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and (z) the Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectiveoriginal holder hereof.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant may not (or otherwise in respect hereof) shall be exercised by the Warrant Holder limited to the extent necessary to insure that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Noticefollowing such exercise (or other issuance), the total number of shares of Common Stock deemed then beneficially owned by such holder (Holder and its Affiliates and any other than by virtue of Persons whose beneficial ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by the holder's "affiliates" (as defined in Rule 144 of the Act) that would be aggregated with the Holder’s for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934Act, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY"), would does not exceed 9.94.999% (the "RESTRICTED OWNERSHIP PERCENTAGE"“Threshold Percentage”) or 9.999% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitations set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. Abawarrant1207 The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation. By written notice to the Company's Common Stock; PROVIDED that (w) , the Warrant Holder shall have the right (x) at any time and from time to time to reduce its Restricted Ownership Maximum Percentage immediately upon notice to the Company or in the event and only to the extent that Section 16 of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a Change in Control Transaction, percentage less than 9.999% and (xy) the Warrant Holder shall have the right at any time and from time to time time, to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions provisions of this Section 9 upon 61 days' prior notice insofar as they relate to the Company Threshold Percentage or immediately to increase or decrease its Threshold Percentage (but not in excess of the event of a Change in Control TransactionMaximum Percentage) unless the Holder shall have, by written instrument delivered to the Company, irrevocably waived its rights to so increase or decrease its Threshold Percentage, but (y) the Warrant Holder can make subsequent adjustments pursuant to (w) or (xi) any number of times from time to time (which adjustment shall such waiver, increase or decrease will not be effective immediately if it results in a decrease in until the Restricted Ownership Percentage or shall be effective upon 61 days' prior written 61st day after such notice or immediately in is delivered to the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) Company, and (zii) any such waiver or increase or decrease will apply only to the Warrant Holder may eliminate or reinstate this limitation at and not to any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectiveother holder of Warrants.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant may not (or otherwise in respect hereof) shall be exercised by the Warrant Holder limited to the extent necessary to insure that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Noticefollowing such exercise (or other issuance), the total number of shares of Common Stock deemed then beneficially owned by such holder (Holder and its Affiliates and any other than by virtue of Persons whose beneficial ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by the holder's "affiliates" (as defined in Rule 144 of the Act) that would be aggregated with the Holder's for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934Act, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY"), would does not exceed 9.94.999% (the "RESTRICTED OWNERSHIP MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. The Company's obligation to issue shares of Common Stock; PROVIDED that Stock in excess of the limitation referred to in this Section shall be suspended (wand shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation, but in no event later than the Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon Expiration Date. By written notice to the Company or in Company, the event of a Change in Control Transaction, (x) Holder may waive the Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions provisions of this Section 9 upon 61 days' prior or increase or decrease the Maximum Percentage to any other percentage specified in such notice, but (i) any such waiver or increase will not be effective until the 61st day after such notice is delivered to the Company or immediately in the event of a Change in Control TransactionCompany, and (y) the Warrant Holder can make subsequent adjustments pursuant to (w) or (xii) any number such waiver or increase or decrease will apply only to the Holder and not to any other holder of times from time to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and (z) the Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectiveWarrants.] [DO NOT INCLUDE THIS PROVISION IF THE HOLDER HAS NOTIFIED THE COMPANY AT THE CLOSING THAT IT ELECTS NOT TO INCLUDE THIS PROVISION IN ITS WARRANT]

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, this Warrant may not be exercised by the Warrant Holder to the extent that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Notice, the total number of shares of Common Stock deemed beneficially owned by such holder (other than by virtue of ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by the holder's "affiliates" (as defined in Rule 144 of the Act) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY")exists, would exceed 9.9% (the "RESTRICTED OWNERSHIP PERCENTAGE") of Warrant Holder's Restricted Ownership Percentage specified on Schedule I to the total issued and outstanding shares of the Company's Common StockAgreement; PROVIDED that (w) the each Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company or in the event of a Change in Control Transaction, (x) the each Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions of this Section 9 10 upon 61 days' prior notice to the Company or immediately in the event of a Change in Control Transaction, (y) the each Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and (z) the each Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectiveeffective immediately) PROVIDED, FURTHER, that the Warrant Holder shall not be permitted to waive any provision of this Section 10 to the extent that, if the Warrant Holder were to acquire additional shares of Common Stock pursuant to such waiver, the limitation set forth in the first sentence of this Section 10 would be exceeded if its Restricted

Limitation on Exercise. (a) Notwithstanding anything The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to the contrary contained hereinexercise any portion of this Warrant, this Warrant may not be exercised by the Warrant Holder pursuant to Section 2.1, Section 2.2 or otherwise, to the extent that, that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, such Holder (together with such Holder’s affiliates, and any other person or entity acting as a group together with such Holder or any of such Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of the Beneficial Ownership Limitation (as defined below); provided, however, that this provision shall not apply (i) as specifically provided in this Warrant Shares as an exception to be issued pursuant to this provision or (ii) while there is outstanding a Subscription Noticetender offer for any or all of the shares of the Company’s Common Stock. For purposes of the foregoing sentence, the total number of shares of Common Stock deemed beneficially owned by such holder (other than by virtue Holder and its affiliates shall include the number of ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed issuable upon exercise of this Warrant with respect to that such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the holder's "affiliates" such Holder or any of its affiliates and (as defined in Rule 144 B) exercise or conversion of the Actunexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Warrants) that would be aggregated subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of determining whether a group under this Section 2.3, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934and the rules and regulations promulgated thereunder, as amended (it being acknowledged by the "EXCHANGE ACT") exists (an "AGGREGATION PARTY"), would exceed 9.9% (Holder that the "RESTRICTED OWNERSHIP PERCENTAGE"Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the total issued Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.3 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder together with any affiliates) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.3, in determining the number of outstanding shares of the Company's Common Stock; PROVIDED that (w) , a Holder may rely on the Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company or number of outstanding shares of Common Stock as reflected in the event of a Change in Control Transaction, (x) the Warrant Holder shall have Company’s most recent Form 10-Q or Form 10-K, as the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions of this Section 9 upon 61 days' prior notice to the Company or immediately in the event of a Change in Control Transactioncase may be, (y) a more recent public announcement by the Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment shall be effective immediately Company or, if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and more recent, (z) any other notice by the Warrant Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two (2) Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by such Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.3 to correct this paragraph (or any portion hereof) which may eliminate be defective or reinstate inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this limitation at any time and from time paragraph shall apply to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectivea successor holder of this Warrant.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, this the number of Warrant Shares that may not be exercised acquired by the Warrant Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Noticefollowing such exercise (or other issuance), the total number of shares of Common Stock deemed beneficially owned by such holder (other than by virtue of ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed Shares then beneficially owned by the holder's "affiliates" (as defined in Rule 144 Warrant Holder and any other Persons whose beneficial ownership of the Act) that Shares would be aggregated with the Warrant Holder’s for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act Act, does not exceed 4.999% of 1934the total number of then issued and outstanding Shares (including for such purpose the Shares issuable upon such exercise). For such purposes, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY"), would exceed 9.9% (the "RESTRICTED OWNERSHIP PERCENTAGE"beneficial ownership shall be determined in accordance with Section 13(d) of the total issued Exchange Act and outstanding shares of the Company's Common Stock; PROVIDED that (w) rules and regulations promulgated thereunder, it being acknowledged by the Warrant Holder that the Company is not representing to such Warrant Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Warrant Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 10 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by such Warrant Holder) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Warrant Holder, and the submission of a Notice of Exercise shall be deemed to be the Warrant Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by such Warrant Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the right at accuracy of such determination. In addition, a determination as to any time group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the rules and regulations promulgated thereunder. For purposes of this Section 10, in determining the number of outstanding Shares, the Warrant Holder may rely on the number of outstanding Shares as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s transfer agent setting forth the number of Shares outstanding. Upon the written request of the Warrant Holder, the Company shall within three Business Days confirm orally and in writing to such Warrant Holder the number of Shares. This provision shall not restrict the number of Shares which a Warrant Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Warrant Holder may receive in the event of a Change transaction contemplated in Control Transaction, (x) the Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions Section 4 of this Section 9 upon 61 days' prior Warrant. By written notice to the Company or immediately in the event of a Change in Control TransactionCompany, (y) the Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment shall will not be effective immediately if it results in a decrease in until the Restricted Ownership Percentage or shall be effective upon 61 days' prior written 61st day after such notice or immediately in is delivered to the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and (z) Company, the Warrant Holder may eliminate or reinstate waive the provisions of this Section 10 (but such waiver will not affect any other holder) to change the beneficial ownership limitation at any time to 9.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares upon exercise of this Warrant, and the provisions of this Section 10 shall continue to apply. Upon such a change by a Warrant Holder of the beneficial ownership limitation from time such 4.99% limitation to time (which elimination will such 9.99% limitation, the beneficial ownership limitation may not be effective upon 61 days' prior notice and which reinstatement will be effectivefurther waived by such Warrant Holder.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained set forth herein, unless and until the Stockholder Approval (as defined below) has been obtained, the Company shall not issue in excess of an aggregate of 2,452,280 shares of Common Stock upon conversion of its 6% Secured Convertible Notes Due 2012 (“Notes”) or exercise of any Common Stock Purchase Warrants issued pursuant thereto (of which this Warrant is one), subject to adjustment upon any Change of Shares (such number of shares, as the same may not be exercised by the Warrant Holder to the extent that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Noticeadjusted, the total “Issuable Maximum”). The Issuable Maximum equals approximately 19.9% of the number of shares of Common Stock deemed beneficially owned by such holder outstanding immediately prior to the first issuance of any Notes. If at any time the Holder hereof seeks to exercise this Warrant pursuant to Section 2, and (other than by virtue A) the aggregate number of ownership shares of Common Stock previously issued upon conversion of the Notes with respect to which this Warrant, or ownership of other securities that have limitations on Warrant was issued (the holder's rights to convert “Subject Notes”) or exercise similar to of Warrants issued pursuant thereto (the limitations set forth herein“Exercising Holder’s Previous Shares”), together with all the shares of Warrant Stock which such Holder requests that this Warrant be exercised pursuant to Section 2(b), would equal or exceed the pro rata share of the Issuable Maximum to which the Subject Notes are entitled, calculated based on the portion of $5,000,000 represented by the principal amount outstanding under the Subject Notes (the “Exercising Holder’s Maximum”), and (B) the Company shall not have previously obtained the vote of stockholders (the “Stockholder Approval”), if any, as may be required by the applicable rules and regulations of the American Stock Exchange (or any successor entity or any other Stock Market on which the Common Stock is then listed or quoted) applicable to approve the issuance of shares of Common Stock deemed beneficially owned by the holder's "affiliates" (as defined in Rule 144 excess of the Act) Issuable Maximum pursuant to the terms hereof, then the converting Holder’s request for exercise shall be deemed a request to exercise only that would be aggregated portion of this Warrant surrendered for purposes exercise that is exercisable into a number of determining whether a group under Section 13(d) shares of Common Stock equal to the positive excess of the Securities Exchange Act Exercising Holder’s Maximum above the Exercising Holder’s Previous Shares and, with respect to the remainder of 1934, as amended the Warrant such Holder surrendered for conversion (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY"“Excess Warrant”), would exceed 9.9% (the "RESTRICTED OWNERSHIP PERCENTAGE") of the total issued and outstanding shares of the Company's Common Stock; PROVIDED that (w) the Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company or in shall deliver such Holder a new Warrant representing the event of a Change in Control Transaction, (x) the Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions of this Section 9 upon 61 days' prior notice to the Company or immediately in the event of a Change in Control Transaction, (y) the Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and (z) the Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectiveExcess Warrant.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant may not (or otherwise in respect hereof) shall be exercised by the Warrant Holder limited to the extent necessary to insure that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Noticefollowing such exercise (or other issuance), the total number of shares of Common Stock deemed then beneficially owned by such holder (Holder and its Affiliates and any other than by virtue of Persons whose beneficial ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by the holder's "affiliates" (as defined in Rule 144 of the Act) that would be aggregated with the Holder's for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934Act, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY"), would does not exceed 9.94.999% (the "RESTRICTED OWNERSHIP THRESHOLD PERCENTAGE") or 9.999% (the "MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitations set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. The Company's obligation to issue shares of Common Stock in excess of the limitations referred to in this Section shall be suspended (and shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation. By written notice to the Company's Common Stock; PROVIDED that (w) , the Warrant Holder shall have the right (x) at any time and from time to time to reduce its Restricted Ownership Maximum Percentage immediately upon notice to the Company or in the event and only to the extent that Section 16 of the Exchange Act or the rules promulgated thereunder (or any successor statute or rules) is changed to reduce the beneficial ownership percentage threshold thereunder to a Change in Control Transaction, percentage less than 9.999% and (xy) the Warrant Holder shall have the right at any time and from time to time time, to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions provisions of this Section 9 upon 61 days' prior notice insofar as they relate to the Company Threshold Percentage or immediately to increase or decrease its Threshold Percentage (but not in excess of the event of a Change in Control TransactionMaximum Percentage) unless the Holder shall have, by written instrument delivered to the Company, irrevocably waived its rights to so increase or decrease its Threshold Percentage, but (y) the Warrant Holder can make subsequent adjustments pursuant to (w) or (xi) any number of times from time to time (which adjustment shall such waiver, increase or decrease will not be effective immediately if it results in a decrease in until the Restricted Ownership Percentage or shall be effective upon 61 days' prior written 61st day after such notice or immediately in is delivered to the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) Company, and (zii) any such waiver or increase or decrease will apply only to the Warrant Holder may eliminate or reinstate this limitation at and not to any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectiveother holder of Warrants.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, this Warrant may not be exercised by the Warrant Holder to the extent that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Noticean Exercise Form, the total number of shares of Common Stock deemed beneficially owned by such holder Holder (other than by virtue of ownership of this Warrant, or ownership of other securities that have limitations on the holderHolder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by the holderHolder's "affiliates" (as defined in Rule 144 of the Securities Act) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act") exists (an "AGGREGATION PARTY")exists, would exceed 9.9% (the "RESTRICTED OWNERSHIP PERCENTAGE") of the total issued and outstanding shares of the Company's Common Stock%; PROVIDED provided that (w) the each Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage such percentage from 9.9% immediately upon notice to the Company or in the event of a Change in Control Transaction, as defined below, (x) the each Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage such percentage from 9.9% or otherwise waive in whole or in part the restrictions of this Section 9 2(e) upon 61 days' prior notice to the Company or immediately in the event of a Change in Control Transaction, (y) the each Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentagepercentage) and (z) the each Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectiveeffective immediately). Without limiting the foregoing, in the event of a Change in Control Transaction, any holder may reinstate immediately (in whole or in part) the requirement that any increase in the percentage be subject to 61 days' prior written notice, notwithstanding such Change in Control Transaction, without imposing such requirement on, or otherwise changing such Holder's rights with respect to, any other Change in Control Transaction. For this purpose, any material modification of the terms of a Change in Control Transaction will be deemed to create a new Change in Control Transaction. A "Change in Control Transaction" will be deemed to have occurred upon the earlier of the announcement or consummation of a transaction or series of transactions involving (x) any consolidation or merger of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation), or any other corporate reorganization or transaction or series of related transactions in which in excess of 50% of the Company's voting power is transferred through a merger, consolidation, tender offer or similar transaction, or (y) in excess of 50% of the Corporation's Board of Directors consists of directors not nominated by the prior Board of Directors of the Company, or (z) any person (as defined in Section 13(d) of the Exchange Act), together with its affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period) in excess of 50% of the Company's voting power. The delivery of an Exercise Form by the Warrant Holder shall be deemed a representation by such Holder that it is in compliance with this paragraph. Notwithstanding anything in this subsection (e), the exercise of this Warrant may only be deferred until ______________ ___, 20___.

Limitation on Exercise. (a) Notwithstanding anything The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to the contrary contained hereinexercise this Warrant, this Warrant may not be exercised by the Warrant Holder to the extent that, that after giving effect to such exercise, such Person (together with such Person’s affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise unless the Holder provides the Company with 61 days’ prior notice of his desire to exercise this Warrant Shares notwithstanding the fact that after giving effect to be issued pursuant such exercise the Holder (together with his affiliates) would beneficially own in excess of the Maximum Percentage immediately after giving effect to a Subscription Noticesuch exercise. For purposes of the foregoing sentence, the total aggregate number of shares of Common Stock deemed beneficially owned by such holder (other than by virtue Person and its affiliates shall include the number of ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the holder's "affiliates" such Person and its affiliates and (as defined in Rule 144 ii) exercise or conversion of the Actunexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) that would be aggregated subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of determining whether a group under this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY"“Exchange Act”). For purposes of this Warrant, would exceed 9.9% (in determining the "RESTRICTED OWNERSHIP PERCENTAGE") number of the total issued and outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in the most recent of (1) the Company's ’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock; PROVIDED that (w) the Warrant Holder shall have the right Stock outstanding. For any reason at any time time, upon the written or oral request of the Holder, the Company shall within two (2) Business Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to reduce its Restricted Ownership Percentage immediately upon any other percentage not in excess of 4.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company Company, and (ii) any such increase or decrease will apply only to the Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the event of a Change in Control Transaction, (x) the Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions terms of this Section 9 upon 61 days' prior notice to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the Company intended beneficial ownership limitation herein contained or immediately in the event to make changes or supplements necessary or desirable to properly give effect to such limitation.” Section (p) “Registration Rights of a Change in Control Transaction, (y) the Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment Holder” shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and relabeled as Section “(z) the Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectiveq).”

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, this Warrant may not be exercised by the Warrant Holder to the extent that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Notice, the total number of shares of Common Stock deemed beneficially owned by such holder (other than by virtue of ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by the holder's "affiliates" (as defined in Rule 144 of the Act) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act") exists (an "AGGREGATION PARTY")exists, would exceed 9.9% (the "RESTRICTED OWNERSHIP PERCENTAGE") of Warrant Holder's Restricted Ownership Percentage specified on Schedule I to the total issued and outstanding shares of the Company's Common StockAgreement; PROVIDED provided that (w) the each Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company or in the event of a Change in Control Transaction, (x) the each Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions of this Section 9 upon 61 days' prior notice to the Company or immediately in the event of a Change in Control Transaction, (y) the each Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and (z) the each Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectiveeffective immediately). Without limiting the foregoing, in the event of a Change in Control Transaction, any holder may reinstate immediately (in whole or in part) the requirement that any increase in its Restricted Ownership Percentage be subject to 61 days' prior written notice, notwithstanding such Change in Control Transaction, without imposing such requirement on, or otherwise changing such holder's rights with respect to, any other Change in Control Transaction. For this purpose, any material modification of the terms of a Change in Control Transaction will be deemed to create a new Change in Control Transaction. The term "deemed beneficially owned" as used in this Warrant shall exclude shares that might otherwise be deemed beneficially owned by reason of the convertibility of the Preferred Shares. A "CHANGE IN CONTROL TRANSACTION" will be deemed to have occurred upon the earlier of the announcement or consummation of a transaction or series of transactions (other than the Merger) involving (x) any consolidation or merger of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation), or any other corporate reorganization or transaction or series of related transactions in which in excess of 50% of the Company's voting power is transferred through a merger, consolidation, tender offer or similar transaction, or (y) in excess of 50% of the Corporation's Board of Directors consists of directors not nominated by the prior Board of Directors of the Company, or (z) any person (as defined in Section 13(d) of the Exchange Act, together with its affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period) in excess of 50% of the Company's voting power. The delivery of a Subscription Notice by the Warrant Holder shall be deemed a representation by such holder that it is in compliance with this paragraph.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, this Warrant may shall not be exercised exercisable by the Warrant Holder hereof to the extent (but only to the extent) that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Noticeif exercisable by the Holder, the total number Holder or any of shares its affiliates would beneficially own in excess of Common Stock deemed beneficially owned by such holder 4.90% (the “Maximum Percentage”) of the issued and outstanding Ordinary Shares. To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable (vis-a-vis other than by virtue of ownership of this Warrantconvertible, exercisable or ownership of other exchangeable securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by the holder's "affiliates" Holder) and of which warrants shall be exercisable (as defined in Rule 144 among all warrants owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined by the Holder. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the Act) that would be aggregated for provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of determining whether a group under this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder. This paragraph (or any portion hereof) shall be automatically corrected to the "EXCHANGE ACT") exists (extent it is defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained and changes or supplements shall be automatically made as are necessary to properly give effect to such Maximum Percentage limitation, provided that the Company shall have no obligation to verify or confirm the accuracy of any determination of satisfying the Maximum Percentage limitation and shall have no liability with respect to this Section 11. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. Each delivery of an "AGGREGATION PARTY"), would exceed 9.9% (Exercise Notice hereunder will constitute a representation by the "RESTRICTED OWNERSHIP PERCENTAGE") Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the total issued full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph, and outstanding shares the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability with respect to this Section 11. This paragraph may not be amended or waived by the Holder or the Company's Common Stock; PROVIDED that (w) the Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company or in the event of a Change in Control Transaction, (x) the Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions of this Section 9 upon 61 days' prior notice to the Company or immediately in the event of a Change in Control Transaction, (y) the Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and (z) the Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effective.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, this Warrant may not be exercised by the Warrant Holder to the extent that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Notice, the total number of shares of Common Stock deemed beneficially owned by such holder (other than by virtue of ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by the holder's "affiliates" (as defined in Rule 144 of the Act) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY")exists, would exceed 9.94.9% (the "RESTRICTED OWNERSHIP PERCENTAGE4.9% Limit") of the total issued and outstanding shares of the Company's Common Stock); PROVIDED provided that (wx) the each Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Company or in the event of a Change in Control Transaction, (x) the Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage or otherwise waive in whole or in part the restrictions of this Section 9 4.9% Limit upon 61 days' prior notice to the Company or immediately in the event of a Change in Control Transaction, (y) the Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately immediatel in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) and (zy) the each Warrant Holder may eliminate or reinstate this limitation the 4.9% Limit at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectiveeffective immediately). Without limiting the foregoing, in the event of a Change in Control Transaction, any holder may reinstate immediately (in whole or in part) the 4.9% Limit, notwithstanding such Change in Control Transaction, without imposing such requirement on, or otherwise changing such holder's rights with respect to, any other Change in Control Transaction. For this purpose, any material modification of the terms of a Change in Control Transaction will be deemed to create a new Change in Control Transaction. A "Change in Control Transaction" will be deemed to have occurred upon the earlier of the announcement or consummation of a transaction or series of transactions involving (x) any consolidation or merger of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation), or any other corporate reorganization or transaction or series of related transactions in which in excess of 50% of the Company's voting power is transferred through a merger, consolidation, tender offer or similar transaction, or (y) in excess of 50% of the Corporation's Board of Directors consists of directors not nominated by the prior Board of Directors of the Company, or (z) any person (as defined i Section 13(d) of the Exchange Act, together with its affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period) in excess of 50% of the Company's voting power. The delivery of a Subscription Notice by the Warrant Holder shall be deemed a representation by such holder that it is in compliance with this paragraph.

Limitation on Exercise. (a) Notwithstanding anything to the contrary contained herein, this Warrant may not be exercised by the Warrant Holder to the extent that, after giving effect to Warrant Shares to be issued pursuant to a Subscription Noticean Exercise Form, the total number of shares of Common Stock deemed beneficially owned by such holder Holder (other than by virtue of ownership of this Warrant, or ownership of other securities that have limitations on the holderHolder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed beneficially owned by the holderHolder's "affiliates" (as defined in Rule 144 of the Securities Act) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act") exists (an "AGGREGATION PARTY")exists, would exceed 9.9% (the "RESTRICTED OWNERSHIP PERCENTAGE") of the total issued and outstanding shares of the Company's Common Stock%; PROVIDED provided that (w) the each Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage such percentage from 9.9% immediately upon notice to the Company or in the event of a Change in Control Transaction, as defined below, (x) the each Warrant Holder shall have the right at any time and from time to time to increase its Restricted Ownership Percentage such percentage from 9.9% or otherwise waive in whole or in part the restrictions of this Section 9 2(e) upon 61 days' prior notice to the Company or immediately in the event of a Change in Control Transaction, (y) the each Warrant Holder can make subsequent adjustments pursuant to (w) or (x) any number of times from time to time (which adjustment shall be effective immediately if it results in a decrease in the Restricted Ownership Percentage percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentagepercentage) and (z) the each Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectiveeffective immediately). Without limiting the foregoing, in the event of a Change in Control Transaction, any holder may reinstate immediately (in whole or in part) the requirement that any increase in the percentage be subject to 61 days' prior written notice, notwithstanding such Change in Control Transaction, without imposing such requirement on, or otherwise changing such Holder's rights with respect to, any other Change in Control Transaction. For this purpose, any material modification of the terms of a Change in Control Transaction will be deemed to create a new Change in Control Transaction. A "Change in Control Transaction" will be deemed to have occurred upon the earlier of the announcement or consummation of a transaction or series of transactions involving (x) any consolidation or merger of the Company with or into any other corporation or other entity or person (whether or not the Company is the surviving corporation), or any other corporate reorganization or transaction or series of related transactions in which in excess of 50% of the Company's voting power is transferred through a merger, consolidation, tender offer or similar transaction, or (y) in excess of 50% of the Corporation's Board of Directors consists of directors not nominated by the prior Board of Directors of the Company, or (z) any person (as defined in Section 13(d) of the Exchange Act), together with its affiliates and associates (as such terms are defined in Rule 405 under the Act), beneficially owns or is deemed to beneficially own (as described in Rule 13d-3 under the Exchange Act without regard to the 60-day exercise period) in excess of 50% of the Company's voting power. The delivery of an Exercise Form by the Warrant Holder shall be deemed a representation by such Holder that it is in compliance with this paragraph. Notwithstanding anything in this subsection (e), the exercise of this Warrant may only be deferred until ____________ ___, 20__.

Limitation on Exercise. (a) Notwithstanding anything any provision to the contrary contained herein, in no event shall the Holder be entitled to exercise this Warrant may not be exercised by Warrant, nor will the Warrant Holder to the extent thatCompany recognize such exercise, after such that upon giving effect to Warrant Shares to be issued pursuant to a Subscription Noticesuch exercise, the total aggregate number of shares of Common Stock deemed beneficially owned by such holder (other than by virtue of ownership of this Warrant, or ownership of other securities that have limitations on the holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock deemed Shares then beneficially owned by the holder's Holder and its "affiliates" (as defined in Rule 144 of the Act) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") exists (an "AGGREGATION PARTY"), would exceed 9.94.99% (the "RESTRICTED OWNERSHIP PERCENTAGE") of the total issued and outstanding shares of the Company's Common StockShares following such exercise; PROVIDED PROVIDED, HOWEVER, that Holder may elect to waive this restriction upon not less than sixty-one (w61) the Warrant Holder shall have the right at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon days prior written notice to the Company or Company. For purposes of this Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. FRONTSTEP, INC. By: /s/ Xxxxxx X. Xxxxxxx ---------------------------------- Title: Vice President, Chief Financial Officer and Secretary ---------------------------------- EXHIBIT A to COMMON SHARES PURCHASE WARRANT FORM OF ELECTION TO PURCHASE SHARES The undersigned hereby irrevocably elects to exercise the Warrant to purchase ____ common shares, no par value ("Common Shares"), of FRONTSTEP, INC. and hereby makes payment of $________ therefor [or] makes payment therefor by application pursuant to Section 2.1(b)(ii) of the Warrant of $_______ aggregate principal amount and accrued interest thereon of the then-outstanding Obligations (as provided in Section 2.4(b) in the event Loan Agreement) [or] makes payment by reduction pursuant to Section 2.1(b)(iii) of a Change in Control Transaction, (x) the Warrant Holder shall have of the right at any time and from time to time to increase its Restricted Ownership Percentage or number of Common Shares otherwise waive in whole or in part the restrictions of this Section 9 upon 61 days' prior notice issuable to the Holder upon Warrant exercise by ___ shares [or] makes payment therefor by delivery of the following Common Shares Certificates of the Company or immediately (properly endorsed for transfer in blank) for cancellation by the event of a Change in Control Transaction, (y) the Warrant Holder can make subsequent adjustments Company pursuant to (wSection 2.1(b)(iv) or (x) any of the Warrant, certificates of which are attached hereto for cancellation ______________________ [list certificates by number of times from time to time (which adjustment shall and amount]. The undersigned hereby requests that certificates for such shares be effective immediately if it results in a decrease in the Restricted Ownership Percentage or shall be effective upon 61 days' prior written notice or immediately in the event of a Change in Control Transaction if it results in an increase in the Restricted Ownership Percentage) issued and (z) the Warrant Holder may eliminate or reinstate this limitation at any time and from time to time (which elimination will be effective upon 61 days' prior notice and which reinstatement will be effectivedelivered as follows: