Common use of Beneficial Ownership Limitation Clause in Contracts

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the extent that, after giving effect to the exercise set forth on the applicable Notice of Exercise, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation. For purposes of this Section 2(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this section. For purposes of this Section 2(f), in determining the number of outstanding shares of Voting Stock, a Holder may rely on the number of outstanding shares of Voting Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Stock outstanding. Upon the written or oral request of a Holder, the Company shall promptly confirm orally and in writing to such Holder the number of votes represented by the Voting Stock then outstanding. In any case, the total voting power of the outstanding shares of Voting Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrant, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this a Warrant, pursuant to Section 3 or otherwise, to the extent that, that after giving effect to the such issuance after exercise as set forth on the applicable Notice of Exercise, such the Holder (together with such the Holder’s Affiliates, and any other Persons acting as a group together with such the Holder or any of such the Holder’s Affiliates) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Stock issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted 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 is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(f)3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a 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 a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a 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 Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionthereunder. For purposes of this Section 2(f)3.3.9, in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (iA) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, ; (iiB) a more recent public announcement by the Company Company; or (iiiC) a more recent written notice by the Company or the Company’s Transfer Agent transfer agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall promptly within two Trading Days confirm orally and in writing (including by e-mail) to such the Holder the number of votes represented by the Voting Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the such Warrant, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.04.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the total number of votes represented by the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise Common Stock issuable pursuant upon exercise of a Warrant. The Holder, upon notice to the applicable Notice Company, may increase or decrease the Beneficial Ownership Limitation provisions of Exercisethis Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this section paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 3.3.9 to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Beneficial Ownership Limitation. The Company Corporation shall not effect any exercise conversion of this Warrantthe Preferred Stock, and a Holder shall not have the right to exercise convert any portion of this Warrantthe Preferred Stock, to the extent that, after giving effect to the exercise conversion set forth on the applicable Notice of ExerciseConversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s AffiliatesAffiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(f6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder provided that the Corporation makes no representation to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and that the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (except that in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a person or group Notice of Conversion shall be deemed to have beneficial ownership be such Holder’s determination of whether the shares of Voting Preferred Stock that such person or group has the right may be converted (in relation to acquire regardless of when such right is first exercisable), it being acknowledged other securities owned by such Holder that together with any Affiliates and Attribution Parties) and how many shares of the Holder does not have the right Preferred Stock are convertible, in each case subject to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company Corporation each time it delivers a Notice of Exercise Conversion that such Notice of Exercise Conversion has not violated the restrictions set forth in this sectionparagraph and the Corporation 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(f6(d), in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (i) the CompanyCorporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company Corporation or (iii) a more recent written notice by the Company Corporation or the Company’s Transfer Agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Company Corporation shall promptly within two (2) Trading Days confirm orally and in writing to such Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CompanyCorporation, including the WarrantPreferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.04.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable Notice to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of Exercisethe number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this section paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f6(d) to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a A Holder shall not have the right to exercise any portion of this Warrant, Warrants to the extent that, that after giving effect to the issuance of Warrant ADSs after exercise as set forth on the applicable Notice of ExerciseElection to Purchase, such Holder or a person holding through such Holder (together with such Holder’s Affiliatesor person’s Affiliates (as defined in Rule 405 under the Securities Act), and any Persons other persons acting as a group together with such that Holder or person or any of such that Holder’s or person’s Affiliates) ), would beneficially own in excess of the 4.99% (“Beneficial Ownership Limitation”) of the Company’s Ordinary Shares. For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by a person shall include the number of Ordinary Shares underlying the Warrant ADSs that would be owned by that person issuable upon exercise of the Warrants with respect to which such determination is being made, but shall exclude the number of Ordinary Shares (i) underlying the Warrant ADSs which would be issuable upon exercise of the remaining, non-exercised Warrants beneficially owned by that person or any of its Affiliates and (ii) underlying any other securities of the Company held by such Holder or its Affiliates that are exercisable or convertible into Ordinary Shares and subject to a limitation on conversion or exercise that is analogous to the limitation contained in this Section 2(f)3.3.10. Except as set forth in the preceding sentence, for purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that neither the Warrant Agent nor the Company is representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.10 applies, the determination of whether a Warrant is exercisable and of the number of Warrants that are exercisable shall be in the sole discretion of the Holder, and the submission of an Election to Purchase shall be deemed to be the Holder’s determination of whether such Warrant is exercisable and of the number of Warrants that are exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by the Holder or any other person. 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 (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionthereunder. For purposes of this Section 2(f)3.3.10, in determining the number of outstanding shares of Voting StockOrdinary Shares, a Holder or other person may rely on the number of outstanding shares of Voting Stock Ordinary Shares as stated reflected in the most recent of the following: (iA) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (iiB) a more recent public announcement by the Company or (iiiC) a more recent written notice by the Company or the Company’s Transfer Agent transfer agent setting forth the number of shares of Voting Stock Ordinary Shares outstanding. Upon For any reason at any time, upon the written or oral request of a person that represents that it is or is acting on behalf of a Holder, the Company shall promptly shall, within two (2) Trading Days, confirm orally and or in writing or by e-mail to such Holder that person the number of votes represented by the Voting Stock Ordinary Shares then outstanding. In any case, the total voting power Upon delivery of the outstanding shares of Voting Stock shall be determined after giving effect a written notice to the conversion or exercise of securities of the Company, including the WarrantHolder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice, by provided that any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and any such increase or decrease will apply only to the Holder or and its Affiliates since the date as and not to any other holder of which such number of outstanding shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of ExerciseWarrants. The provisions of this section Section 3.3.10 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 3.3.10 to correct this section subsection (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained beneficial ownership limitation herein or to make changes or supplements necessary or desirable to properly give effect to such limitationcontained.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this a Warrant, pursuant to Section 3 or otherwise, to the extent that, that after giving effect to the such issuance after exercise as set forth on the applicable Notice of Exercise, such the Holder (together with such the Holder’s Affiliates, and any other Persons acting as a group together with such the Holder or any of such the Holder’s Affiliates) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Shares issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted 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 Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(f)3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a 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 a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a 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 Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionthereunder. For purposes of this Section 2(f), in determining the number of outstanding shares of Voting Stock, a Holder may rely on the number of outstanding shares of Voting Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Stock outstanding. Upon the written or oral request of a Holder, the Company shall promptly confirm orally and in writing to such Holder the number of votes represented by the Voting Stock then outstanding. In any case, the total voting power of the outstanding shares of Voting Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrant, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation.Section

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a A Holder shall not have the right to exercise any portion of this Warrant, Warrants to the extent that, that after giving effect to the issuance of Warrant Shares after exercise as set forth on the applicable Notice of ExerciseElection to Purchase, such Holder or a person holding through such Holder (together with such Holder’s Affiliatesor person’s Affiliates (as defined in Rule 405 under the Act), and any Persons other persons acting as a group together with such that Holder or person or any of such that Holder’s or person’s Affiliates) ), would beneficially own in excess of the 4.99% (“Beneficial Ownership Limitation”) of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a person shall include the number of Warrant Shares that would be owned by that person issuable upon exercise of the Warrants with respect to which such determination is being made, but shall exclude the number of shares of Common Stock (a) which would be issuable upon exercise of the remaining, non-exercised Warrants beneficially owned by that person or any of its Affiliates and (b) underlying any other securities of the Company held by such Holder or its Affiliates that are exercisable or convertible into Common Stock and subject to a limitation on conversion or exercise that is analogous to the limitation contained in this Section 2(f)3.3.10. Except as set forth in the preceding sentence, for purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that neither the Warrant Agent nor the Company is representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.10 applies, the determination of whether a Warrant is exercisable and of the number of Warrants that are exercisable shall be in the sole discretion of the Holder, and the submission of an Election to Purchase shall be deemed to be the Holder’s determination of whether such Warrant is exercisable and of the number of Warrants that are exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by the Holder or any other person. 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 (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionthereunder. For purposes of this Section 2(f)3.3.10, in determining the number of outstanding shares of Voting Common Stock, a Holder or other person may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (ia) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (iib) a more recent public announcement by the Company or (iiic) a more recent written notice by the Company or the Company’s Transfer Agent transfer agent setting forth the number of shares of Voting Common Stock outstanding. Upon For any reason at any time, upon the written or oral request of a person that represents that it is or is acting on behalf of a Holder, the Company shall promptly shall, within two (2) Trading Days, confirm orally and or in writing or by e-mail to such Holder that person the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power Upon delivery of the outstanding shares of Voting Stock shall be determined after giving effect a written notice to the conversion or exercise of securities of the Company, including the WarrantHolder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice, by provided that any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and any such increase or decrease will apply only to the Holder or and its Affiliates since the date as and not to any other holder of which such number of outstanding shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of ExerciseWarrants. The provisions of this section Section 3.3.10 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 3.3.10 to correct this section subsection (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained beneficial ownership limitation herein or to make changes or supplements necessary or desirable to properly give effect to such limitationcontained.

Beneficial Ownership Limitation. The Except as provided in Section 3(c) of this Note, which shall apply as stated therein if an Automatic Conversion Event shall occur, the Company shall not effect any exercise conversion of this WarrantNote, and a the Holder shall not have the right to exercise convert any portion of this Warrant, Note to the extent that, that after giving effect to such conversion, the exercise set forth on the applicable Notice of Exercise, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such the Holder’s Affiliates) would beneficially own in excess of 4.9% of the Beneficial Ownership Limitationnumber of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of the Note and upon exercise of the Warrants issued upon conversion of this Note with respect to which the determination of beneficial ownership is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of its affiliates, and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates, so long as such other securities of the Company are not exercisable nor convertible within sixty (60) days from the date of such determination. For purposes of this Section 2(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this section. For purposes of this Section 2(f3(f), in determining the number of outstanding shares of Voting Common Stock, a the Holder may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (iA) the Company’s most recent periodic quarterly reports, Form 10-Q, Form 10-QSB, Annual Reports, Form 10-K, or annual report filed with the CommissionForm 10-KSB, as the case may be, as filed with the Commission under the Exchange Act (iiB) a more recent public announcement by the Company or (iiiC) a more recent any other written notice by the Company or the Company’s Transfer Agent transfer agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a the Holder, the Company shall promptly within two (2) Trading Days confirm orally and in writing to such the Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the WarrantNote, by such the Holder or its Affiliates affiliates since the date as of which such number of outstanding shares of Voting Common Stock was reportedpublicly reported by the Company. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. This Section 3(f) may be not be waived or amended. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of Exercise. The provisions of this section shall be construed and implemented limitation set forth in a manner otherwise than in strict conformity with the terms of this Section 2(f3(f) is referred to correct this section (or any portion hereof) which may be defective or inconsistent with as the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation“4.9% Limitation.”

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of this a Warrant, and a Holder shall not have the right to exercise any portion of this a Warrant, pursuant to Section 3 or otherwise, to the extent that, that after giving effect to the such issuance after exercise as set forth on the applicable Notice of Exercise, such the Holder (together with such the Holder’s AffiliatesAffiliates (as defined below), and any Persons other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates) Affiliates (such persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of such 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 (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted 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 shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(f)3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a 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 a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a 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 Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionthereunder. For purposes of this Section 2(f)3.3.9, in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (iA) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (iiB) a more recent public announcement by the Company or (iiiC) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall promptly within two (2) Trading Days confirm orally and in writing to such the Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the such Warrant, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.04.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant upon exercise of a Warrant. The Holder, upon written notice to the applicable Notice Company and the Warrant Agent, may increase or decrease the Beneficial Ownership Limitation provisions of Exercisethis Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of a Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this section paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 3.3.9 to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of a Warrant.

Beneficial Ownership Limitation. The Except as provided in Section 6(b) of this Statement of Designations, which shall apply as stated therein if an Automatic Conversion Event shall occur, the right of the Holder to convert the Series A Preferred Stock shall be subject to the 4.9% Limitation, with the result that Company shall not effect any exercise conversion of this Warrantthe Series A Preferred Stock, and a the Holder shall not have the right to exercise convert any portion of this Warrantthe Series A Preferred Stock, to the extent that, that after giving effect to such conversion, the exercise Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of ExerciseConversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates) would beneficially own in excess of 4.9% of the Beneficial Ownership Limitationnumber of shares of the Common Stock outstanding immediately after giving effect to such conversion. For the purposes of this Section 2(f), Agreement beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Exchange Act Act, and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionRegulation 13d-3 thereunder. For purposes of this Section 2(f6(c), in determining the number of outstanding shares of Voting Common Stock, a the Holder may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (iA) the Company’s most recent periodic quarterly reports (Form 10-Q or annual report Form 10-QSB), Annual Reports (Form 10-K or Form 10-KSB), or definitive proxy statement or information statement as filed with the Commission, as Commission under the case may beExchange Act, (iiB) a more recent public announcement by the Company Company, or (iiiC) a more recent any other written notice by the Company or the Company’s Transfer Agent transfer agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a the Holder, the Company shall promptly within two (2) Trading Days confirm orally and in writing to such the Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the WarrantSeries A Preferred Stock, by such the Holder or its Affiliates affiliates since the date as of which such number of outstanding shares of Voting Common Stock was reportedpublicly reported by the Company. The “Beneficial Ownership Limitation” shall be 34.04.9% of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) to correct this section (or any portion hereof) which Limitation may be defective not be waived or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitationamended.

Beneficial Ownership Limitation. The Company shall not effect any exercise conversion of this WarrantNote, and a Holder shall not have the right to exercise convert any portion of this WarrantNote, to the extent that, that after giving effect to the exercise conversion set forth on the applicable Notice of ExerciseConversion, such the Holder (together with such the Holder’s Affiliates, and any Persons acting as a group together with such the Holder or any of such the Holder’s or such Persons’ Affiliates) would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(f4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether this Note is convertible (except that in relation to other securities owned by the Holder together with any Affiliates and any Persons deemed to act as a person group together with the Holder and any of the Holder’s or group such Person’s Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to have beneficial ownership be the Holder’s determination of shares of Voting Stock that such person or group has the right whether this Note may be converted (in relation to acquire regardless of when such right is first exercisable), it being acknowledged other securities owned by such Holder that the Holder does not have the right together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each the Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise Conversion that such Notice of Exercise Conversion has not violated the restrictions set forth in this sectionparagraph 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(f4(d), in determining the number of outstanding shares of Voting Common Stock, a the Holder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company Company, or (iii) a more recent written notice by the Company or the Company’s Transfer Agent transfer agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall promptly within two Trading Days confirm orally and in writing to such the Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantthis Note, by such the Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.04.99% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant upon conversion of this Note held by the Holder. The Holder, upon prior notice to the applicable Notice of Exercise. The Company, may increase or decrease the Beneficial Ownership Limitation provisions of this section Section 4(d), provided that the Beneficial Ownership Limitation provisions of this Section 4(d) shall continue to apply. Any such increase will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f4(d) to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, the Corporation shall not effect any exercise conversion of this Warrantany share of Series A Non-Voting Preferred Stock, including pursuant to Section 6.1, and a Holder shall not have the right to exercise convert any portion of this Warrantthe Series A Non-Voting Preferred Stock pursuant to Section 6.2, to the extent that, after giving effect to the exercise such attempted conversion set forth on the an applicable Notice of ExerciseConversion (as defined in the Certificate of Designation) with respect to the Series A Preferred Stock, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s AffiliatesAffiliates or any other Person who would be a beneficial owner of Common Stock beneficially owned by the Holder for purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable rules and regulations of the Commission, including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Series A Non-Voting Preferred Stock subject to the Notice of Conversion or the Automatic Conversion, as applicable, with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted Series A Non-Voting Preferred Stock beneficially owned by such Holder or any of its Attribution Parties, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including any warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to and would exceed a limitation on conversion or exercise similar to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2(f)6.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations promulgated thereunder (except that a person or group shall be deemed of the Commission, and the terms “beneficial ownership” and “beneficially own” have the meanings ascribed to have beneficial ownership of shares of Voting Stock that such person or group terms therein. In addition, for purposes hereof, “group” has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions meaning set forth in this sectionSection 13(d) of the Exchange Act and the applicable rules and regulations of the Commission. For purposes of this Section 2(f)6.4, in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (iA) the CompanyCorporation’s most recent periodic or annual report filed filing with the Commission, as the case may be, (iiB) a more recent public announcement by the Company Corporation that is filed with the Commission, or (iiiC) a more recent written notice by the Company Corporation or the CompanyCorporation’s Transfer Agent transfer agent to the Holder setting forth the number of shares of Voting Common Stock then outstanding. Upon the written or oral request of a HolderHolder (which may be by email), the Company shall promptly Corporation shall, within two (2) Trading Days thereof, confirm orally and in writing to such Holder (which may be via email) the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the any actual conversion or exercise of securities of the CompanyCorporation, including the Warrantshares of Series A Non-Voting Preferred Stock, by such Holder or its Affiliates Attribution Parties since the date as of which such number of outstanding shares of Voting Common Stock was reportedlast publicly reported or confirmed to the Holder. The “Beneficial Ownership Limitation” shall initially be 34.0set at the discretion of each Holder to a percentage designated by such Holder on its signature page to the Purchase Agreement between 0% and 19.9% of the total number of votes represented shares of the Common Stock outstanding or deemed to be outstanding as of the applicable measurement date, and such percentage shall be set at 19.9% for any Holder that does not make such designation in the Purchase Agreement. The Corporation shall be entitled to rely on representations made to it by the Voting Stock outstanding immediately after giving effect Holder in any Notice of Conversion regarding its Beneficial Ownership Limitation. Notwithstanding the foregoing, by written notice to the Corporation, (i) the Holder may reset the Beneficial Ownership Limitation percentage to a higher percentage, not to exceed 19.9%, which increase will not be effective until the sixty-first (61st) day after such written notice is delivered to the Corporation, and (ii) the Holder may reset the Beneficial Ownership Limitation percentage to a lower percentage provided that such decrease shall not become effective until the later of (x) 5:00 p.m. Eastern time on the third Business Day after the date of the Stockholder Approval and (y) if Stockholder Approval is not obtained within six months after the initial issuance of Warrant Shares otherwise issuable pursuant the Series A Non-Voting Preferred Stock, the date that is three Business Days after the date that is six months after the initial issuance of the Series A Non-Voting Preferred Stock. Upon such a change by a Holder of the Beneficial Ownership Limitation, not to exceed 19.9%, the Beneficial Ownership Limitation may not be further amended by such Holder without first providing the minimum notice required by this Section 6.4. Notwithstanding the foregoing, at any time following notice of a Fundamental Transaction, the Holder may waive and/or change the Beneficial Ownership Limitation effective immediately upon written notice to the applicable Notice of ExerciseCorporation and may reinstitute a Beneficial Ownership Limitation at any time thereafter effective immediately upon written notice to the Corporation. The provisions of this section Section 6.4 shall be construed construed, corrected and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) so as to correct this section (or any portion hereof) which may be defective or inconsistent with effectuate the intended Beneficial Ownership Limitation herein contained herein and the shares of Common Stock underlying the Securities in excess of the Beneficial Ownership Limitation shall not be deemed to be beneficially owned by the Purchaser for any purpose including for purposes of Section 13(d) or to make changes or supplements necessary or desirable to properly give effect to such limitationRule 16a-1(a)(1) of the Exchange Act.

Beneficial Ownership Limitation. The Company shall not effect conversion of any exercise of this WarrantPreferred Stock or issue any Adjustment Shares, and a the Holder shall not have the right to exercise nor enforce any portion of such right, pursuant this WarrantSection 4, to the extent that, that after giving effect to the exercise set forth on application of such rights, the applicable Notice of Exercise, such Holder (together with such the Holder’s Affiliates, and any Persons other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates) ), would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon application this Section 2(f)4 with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. 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 (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionthereunder. For purposes of this Section 2(f)4, in determining the number of outstanding shares of Voting Common Stock, a the Holder may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (iA) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (iiB) a more recent public announcement by the Company or (iiiC) a more recent written notice by the Company or the Company’s Transfer Agent transfer agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a the Holder, the Company shall promptly within three trading days confirm orally and in writing to such the Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the WarrantCompany (subject to any beneficial ownership limitations contained therein, by such the Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% 4.99%, (unless the Holder elects on its signature page hereto a different amount as its own Beneficial Ownership Limitation) of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant upon application of this Section 4 which would not exceed at such time the Beneficial Ownership Limitation. The Holder, upon not less than 61 days’ prior notice to the applicable Notice Company, may increase the Beneficial Ownership Limitation provisions of Exercisethis Section 4 (for the avoidance of doubt, the Holder may on its signature page hereto to waive such Beneficial Ownership Limitation in its entirety (which such waiver shall be effective 61 days’ after the Closing Date) or set a different amount as its own Beneficial Ownership Limitation) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon application of this Section 4 which would not exceed at such time the Beneficial Ownership Limitation and the provisions of this Section 4 shall continue to apply. Any such decrease will be effective immediately and any such increase will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this section paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 4 to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. In the event the limitations in this Section 4(e) would prevent the application of the Holder’s rights under Sections 4(a), 4(b) or 4(c), then such Holder may exercise all such rights and comply with all obligations applicable thereto except that the delivery of Common Stock will be deferred until such time as such Holder provides notice to the Company that such Holder may receive or beneficially own such Common Stock which exceeds the Beneficial Ownership Limitation applicable to such Holder without exceeding such then applicable Beneficial Ownership Limitation. “Affiliate” means any person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person, as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended.

Beneficial Ownership Limitation. The Company shall not effect conversion of any exercise of this WarrantPreferred Stock, and a the Holder shall not have the right to exercise nor enforce any portion of such right, pursuant this WarrantSection 4, to the extent that, that after giving effect to the exercise set forth on application of such rights, the applicable Notice of Exercise, such Holder (together with such the Holder’s Affiliates, and any Persons other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates) ), would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon application this Section 2(f)4 with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. 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 (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionthereunder. For purposes of this Section 2(f)4, in determining the number of outstanding shares of Voting Common Stock, a the Holder may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (iA) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (iiB) a more recent public announcement by the Company or (iiiC) a more recent written notice by the Company or the Company’s Transfer Agent transfer agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a the Holder, the Company shall promptly within three trading days confirm orally and in writing to such the Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the WarrantCompany (subject to any beneficial ownership limitations contained therein, by such the Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% 4.99%, (unless the Holder elects on its signature page hereto a different amount as its own Beneficial Ownership Limitation) of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant upon application of this Section 4 which would not exceed at such time the Beneficial Ownership Limitation. The Holder, upon not less than 61 days’ prior notice to the applicable Notice Company, may increase the Beneficial Ownership Limitation provisions of Exercisethis Section 4 (for the avoidance of doubt, the Holder may on its signature page hereto to waive such Beneficial Ownership Limitation in its entirety (which such waiver shall be effective 61 days’ after the Closing Date) or set a different amount as its own Beneficial Ownership Limitation) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon application of this Section 4 which would not exceed at such time the Beneficial Ownership Limitation and the provisions of this Section 4 shall continue to apply. Any such decrease will be effective immediately and any such increase will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this section paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 4 to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. In the event the limitations in this Section 4(c) would prevent the application of the Holder’s rights under Sections 4(a) or 4(b), then such Holder may exercise all such rights and comply with all obligations applicable thereto except that the delivery of Common Stock will be deferred until such time as such Holder provides notice to the Company that such Holder may receive or beneficially own such Common Stock which exceeds the Beneficial Ownership Limitation applicable to such Holder without exceeding such then applicable Beneficial Ownership Limitation. “Affiliate” means any person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person, as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended.

Beneficial Ownership Limitation. The (i) Notwithstanding anything in this Warrant to the contrary, the Company shall not effect honor any exercise of this Warrant, and a Holder Warrantholder shall not have the right to exercise any portion of this Warrant, to the extent that, after giving effect to the an attempted exercise set forth on the an applicable Notice of Exercise, such Holder Warrantholder (together with such HolderWarrantholder’s Affiliates, and any Persons acting as other Person whose beneficial ownership of Common Stock would be aggregated with the Warrantholder’s for purposes of Section 13(d) or Section 16 of the Exchange Act, and any other applicable regulations of the U.S. Securities and Exchange Commission (the “Commission”), including any “group” of which the Warrantholder is a group together with such Holder or any of such Holder’s Affiliatesmember (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Warrantholder and its Attribution Parties shall include the number of Warrant Shares issuable under the Notice of Exercise with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (a) exercise of the remaining, unexercised portion of any Warrant beneficially owned by such Warrantholder or any of its Attribution Parties, and (b) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including any warrants) beneficially owned by such Warrantholder or any of its Attribution Parties that are subject to a limitation on conversion or exercise similar to the limitation contained herein. For purposes of this Section 2(f)13, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and any other applicable regulations of the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group Commission. In addition, for purposes hereof, “group” has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions meaning set forth in this sectionSection 13(d) of the Exchange Act and the applicable regulations of the Commission. For purposes of this Section 2(f)13, in determining the number of outstanding shares of Voting Common Stock, a Holder Warrantholder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (ix) the Company’s most recent periodic or annual report filed filing with the Commission, as the case may be, (iiy) a more recent public announcement by the Company that is filed with the Commission, or (iiiz) a more recent written notice by the Company or the Company’s Transfer Agent transfer agent to the Warrantholder setting forth the number of shares of Voting Common Stock then outstanding. Upon the written or oral request of a HolderWarrantholder (which may be by email), the Company shall promptly shall, within three (3) Trading Days thereof, confirm orally and in writing to such Holder Warrantholder (which may be via email) the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the any actual conversion or exercise of securities of the Company, including the exercise of this Warrant, by such Holder Warrantholder or its Affiliates Attribution Parties since the date as of which such number of outstanding shares of Voting Common Stock was reportedlast publicly reported or confirmed to the Warrantholder. The “Company shall be entitled to rely on representations made to it by the Warrantholder in any Notice of Exercise regarding its Beneficial Ownership Limitation” shall . The Warrantholder acknowledges that the Warrantholder is solely responsible for any schedules or statements required to be 34.0% filed by it in accordance with Section 13(d) or Section 16(a) of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitationExchange Act.

Beneficial Ownership Limitation. The Company shall not effect any the exercise of this Warrant, and a the Holder shall not have the right to exercise any portion of this Warrant, to the extent that, that after giving effect to such exercise, the exercise set forth on the applicable Notice of Exercise, such Holder (together with such the Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliatesaffiliates) would beneficially own in excess of 4.99% (the Beneficial Ownership Limitation“Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Section 2(f)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 and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this section1934 Act. For purposes of this Section 2(f)Warrant, in determining the number of outstanding shares of Voting Common Stock, a the Holder may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (i1) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Securities and Exchange Commission, as the case may be, (ii2) a more recent public announcement by the Company or (iii3) a more recent written any other notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Common Stock outstanding, in each case as of the date such report, announcement or notice speaks. Upon For any reason at any time, upon the written or oral request of a the Holder, the Company shall promptly within one (1) Business Day confirm orally and in writing to such the Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the WarrantWarrants, by such the Holder or and its Affiliates affiliates since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” By 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 9.99% 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 1.1.(h) applies, the determination (i) of whether the exercise of this Warrant may be effected (vis-a-vis other options or convertible securities owned by the Holder or any of its Affiliates) and (ii) of which such options or convertible securities shall be 34.0% of convertible, exercisable or exchangeable (as the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) to correct this section (or any portion hereof) which case may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation.be, as among all such

Beneficial Ownership Limitation. The Company Corporation shall not effect any exercise conversion of this Warrantthe Preferred Stock, and a Holder shall not have the right to exercise convert any portion of this Warrantthe Preferred Stock, to the extent that, after giving effect to the exercise conversion set forth on the applicable Notice of ExerciseConversion, such Holder (together with such Holder’s 's Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s 's Affiliates) would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock or the Warrants) beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(f5(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder thereunder. To the extent that the limitation contained in this Section 5(e) applies, the determination of whether the Series A Preferred is convertible (except that in relation to other securities owned by such Holder together with any Affiliates) and of how many shares of Series A Preferred are convertible shall be in the sole discretion of such Holder, and the submission of a person or group Notice of Conversion shall be deemed to have beneficial ownership be such Holder's determination of whether the shares of Voting Stock that such person or group has the right Series A Preferred may be converted (in relation to acquire regardless of when such right is first exercisable), it being acknowledged other securities owned by such Holder that together with any Affiliates) and how many shares of the Holder does not have the right Series A Preferred are convertible, in each case subject to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company Corporation each time it delivers a Notice of Exercise Conversion that such Notice of Exercise Conversion has not violated the restrictions set forth in this sectionparagraph and the Corporation 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(f5(e), in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (i) the Company’s Corporation's most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company Corporation or (iii) a more recent written notice by the Company Corporation or the Company’s Transfer Agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a Holder, the Company Corporation shall promptly within two Trading Days confirm orally and in writing to such Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CompanyCorporation, including the WarrantSeries A Preferred, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “"Beneficial Ownership Limitation” " shall be 34.04.99% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant upon conversion of Series A Preferred held by the applicable Holder. A Holder, upon not less than 61 days' prior notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 5(e) applicable Notice to its Series A Preferred provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of Exercisethe number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Series A Preferred held by the Holder and the provisions of this Section 5(e) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this section paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f5(e) to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Series A Preferred.

Beneficial Ownership Limitation. The Company Except upon the occurrence and continuation of an Event of Default, the Borrower shall not effect affect any exercise of this Warrantconversion, and a Holder the Lender shall not have the right to exercise affect any portion of this Warrantconversion, to the extent that, that after giving effect to the exercise conversion set forth on the applicable Notice of ExerciseConversion submitted by the Lender, such Holder the Lender (together with such Holderthe Lender’s Affiliates, Affiliates and any Persons acting as a group together with such Holder the Lender or any of such Holderthe Lender’s Affiliates) would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined herein). For purposes To ensure compliance with this restriction, prior to delivery of this Section 2(f)any Notice of Conversion, beneficial ownership the Lender shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares request that the Borrower provide to the Lender a written statement of the percentage ownership of the Borrower’s Common Stock that would by beneficially owned by the Lender and its Affiliates in the Borrower if the Lender converted such portion then intended to be converted by Lender. The Borrower shall, within two (2) Business Days of such request, provide Lender with the requested information in a written statement, and the Lender shall be entitled to rely on such written statement from the Borrower in issuing its Notice of Conversion and ensuring that its ownership of the Borrower’s Common Stock is not in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth The restriction described in this section. For purposes of this Section 2(f)may be waived by Lender, in determining the number of outstanding shares of Voting Stock, a Holder may rely on the number of outstanding shares of Voting Stock as stated whole or in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Stock outstandingpart. Upon the written or oral request of a Holder, the Company shall promptly confirm orally and in writing to such Holder the number of votes represented by the Voting Stock then outstanding. In any case, the total voting power of the outstanding shares of Voting Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrant, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 34.04.99% of the total number of votes represented by the Voting shares of Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant to the applicable Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitationupon conversion.

Beneficial Ownership Limitation. The Notwithstanding anything herein to the contrary, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the extent that, after giving effect to upon such exercise, the exercise set forth on the applicable Notice number of Exercise, shares of Common Stock then beneficially owned by such Holder (together and its Affiliates, and any other Person whose beneficial ownership of Common Stock would be aggregated with such Holder’s Affiliatesfor purposes of Section 13(d) of the Exchange Act, and including shares held by any Persons acting as a group together with “group” of which such Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or any rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth hereinafter, would exceed 4.9% (or, at the election of such Holder that is neither Deerfield Private Design Funds III, L.P., Deerfield Partners, L.P. nor an Affiliate of either of the foregoing made by delivering at least 61 days advance written notice to the Company of its intention to increase the beneficial ownership cap applicable to such Holder’s Affiliates, 9.9%) would beneficially own in excess of the total number of shares of Common Stock then issued and outstanding (the “Beneficial Ownership Cap”); provided that the Beneficial Ownership LimitationCap shall not apply to the extent that the Common Stock is not deemed to constitute an “equity security” pursuant to Rule 13d-1(i) under the Exchange Act. For purposes of this Section 2(f)hereof, beneficial ownership shall be calculated “group” has the meaning set forth in accordance with Section 13(d) of the Exchange Act and applicable regulations of the rules Securities and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has Exchange Commission, and the right to acquire regardless of when such right is first exercisable), it being acknowledged percentage beneficially owned by such Holder that shall be determined in a manner consistent with the Holder does not have the right to acquire Warrant Shares in excess provisions of Section 13(d) of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionExchange Act. For purposes of this Section 2(f)hereof, in determining the number of outstanding shares of Voting Stock, a each Holder may rely on the number of outstanding shares of Voting Common Stock as stated set forth in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (ii) a more recent public announcement or any report filed by the Company or (iii) a more recent written notice by with the Securities and Exchange Commission subsequent thereto, in each case, unless the Company or the Company’s Transfer Agent setting forth has confirmed to such Holder the number of shares of Voting Common Stock outstandingoutstanding as provided in the next sentence (in which case such Holder may rely upon such confirmation). Upon the written or oral request of a such Holder, the Company shall promptly shall, within two (2) trading days, confirm orally and in writing to such Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any caseEach delivery of a Notice of Exercise by a Holder will constitute a representation by such Holder that it has evaluated the limitation set forth in this paragraph and determined that the issuance of the full number of shares of Common Stock requested in such Notice of Exercise is permitted under this paragraph. For purposes of this paragraph, the total voting power number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant pursuant to the Notice of Exercise with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) exercise of the outstanding shares remaining, unexercised portion of Voting Stock shall be determined after giving effect to this Warrant, and (B) exercise, exchange or conversion of the conversion unexercised, unexchanged or exercise unconverted portion of any other securities of the CompanyCompany subject to a limitation on conversion, including exchange or exercise analogous to the Warrant, limitation contained herein beneficially owned by such Holder or any of its Affiliates since Affiliates. Notwithstanding the date as of which such number of outstanding shares of Voting Stock was reported. The “foregoing, the Beneficial Ownership Limitation” Cap shall be 34.0% disregarded (i) for purposes of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) (Reservation of Shares) and (ii) in determining the number, kind and amount of securities, cash or other property that the Holder would be entitled to correct receive in respect of shares issuable upon exercise of this section Warrant as a result of a Reorganization, Reclassification, or subdivision or combination of the Common Stock for purposes of any adjustment required under Section 6 (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitationAdjustments).”

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a the Holder 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 the such issuance after exercise as set forth on the applicable Notice of Exercise, such the Holder (together with such the Holder’s AffiliatesAffiliates (as such term is defined in Rule 405 promulgated under the Securities Act), and any Persons other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates) Affiliates (such persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of such 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 (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted 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 shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(f)3.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.4 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) 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 the Holder together with any Affiliates and Attribution Parties) 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 Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionthereunder. For purposes of this Section 2(f)3.4, in determining the number of outstanding shares of Voting Common Stock, a the Holder may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (iA) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission (the “Commission”), as the case may be, (iiB) a more recent public announcement by the Company or (iiiC) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a the Holder, the Company shall promptly within two (2) Trading Days confirm orally and in writing to such the Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the such Warrant, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.04.99% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant upon exercise of this Warrant. The Holder, upon notice to the applicable Notice Company, may increase or decrease the Beneficial Ownership Limitation provisions of Exercisethis Section 3.4, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.4 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this section paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 3.4 to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, the Corporation shall not effect any exercise conversion of this Warrantthe Series B Preferred Stock, and a Holder shall not have the right to exercise convert any portion of this Warrantthe Series B Preferred Stock, to the extent that, after giving effect to the exercise an attempted conversion set forth on the an applicable Notice of ExerciseConversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together other Person whose beneficial ownership of Common Stock would be aggregated with such Holder or any of such the Holder’s Affiliatesfor purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock subject to the Notice of Conversion with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted Series B Preferred Stock beneficially owned by such Holder or any of its Attribution Parties, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including any warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to a limitation on conversion or exercise similar to the limitation contained herein. For purposes of this Section 2(f6(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and applicable regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group the Commission. In addition, for purposes hereof, “group” has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions meaning set forth in this sectionSection 13(d) of the Exchange Act and the applicable regulations of the Commission. For purposes of this Section 2(f6(c), in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (iA) the CompanyCorporation’s most recent periodic or annual report filed filing with the Commission, as the case may be, (iiB) a more recent public announcement by the Company Corporation that is filed with the Commission, or (iiiC) a more recent written notice by the Company Corporation or the CompanyCorporation’s Transfer Agent transfer agent to the Holder setting forth the number of shares of Voting Common Stock then outstanding. Upon the written or oral request of a HolderHolder (which may be by email), the Company shall promptly Corporation shall, within three (3) Trading Days thereof, confirm orally and in writing to such Holder (which may be via email) the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the any actual conversion or exercise of securities of the CompanyCorporation, including the Warrantshares of Series B Preferred Stock, by such Holder or its Affiliates Attribution Parties since the date as of which such number of outstanding shares of Voting Common Stock was reportedlast publicly reported or confirmed to the Holder. The “Beneficial Ownership Limitation” shall be 34.04.99% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable shares of Common Stock pursuant to the applicable such Notice of Exercise. The Conversion (to the extent permitted pursuant to this Section 6(c)); provided, however, that by written notice to the Corporation, which will not be effective until the 61st day after such notice is delivered to the Corporation, the Holder may waive or amend the provisions of this section shall be construed Section 6(c) to change the Beneficial Ownership Limitation to any other number less than or equal to 19.99%, and implemented in a manner otherwise than in strict conformity with the terms provisions of this Section 2(f6(c) shall continue to correct this section (or apply. The Corporation shall be entitled to rely on representations made to it by the Holder in any portion hereof) which may be defective or inconsistent with the intended Notice of Conversion regarding its Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitationLimitation.

Beneficial Ownership Limitation. The Company shall not effect the conversion of any exercise portion of this WarrantNote, and a the Holder shall not have the right to exercise convert any portion of this WarrantNote pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that, that after giving effect to such conversion, the exercise set forth on the applicable Notice of Exercise, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates) the other Attribution Parties collectively would beneficially own in excess of 4.99% (the Beneficial Ownership Limitation“Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including, without limitation, the Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e). For purposes of this Section 2(f3.2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionAct. For purposes of this Section 2(f), in determining the number of outstanding shares of Voting StockCommon Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, a the Holder may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (ix) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the CommissionSEC, as the case may be, (iiy) a more recent public announcement by the Company or (iiiz) a more recent any other written notice by the Company or the Company’s Transfer Agent Agent, if any, setting forth the number of shares of Voting Common Stock outstandingoutstanding (the “Reported Outstanding Share Number”). Upon If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of shares of Common Stock to be issued pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of a the Holder, the Company shall promptly within one Trading Day confirm orally and in writing or by electronic mail to such the Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantthis Note, by such the Holder or its Affiliates and any other Attribution Party since the date as of which such the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Voting Common Stock was reported. The (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Beneficial Ownership Limitation” Excess Shares”) shall be 34.0% deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Furthermore, the Company shall indemnify the Holder in accordance with the Purchase Agreement, if the Holder suffers any damages or claims as a result of the total number Excess Shares being issued. Upon delivery of votes represented by the Voting Stock outstanding immediately after giving effect a written notice to the issuance Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of Warrant Shares otherwise such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties. For purposes of clarity, the shares of Common Stock issuable pursuant to the applicable Notice terms of Exercisethis Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this section Section 3.2(e) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f3. 2(e) to the extent necessary to correct this section (or any portion hereof) provision which may be defective or inconsistent with the intended Beneficial Ownership Limitation beneficial ownership limitation contained herein in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a A Holder shall not have the right to exercise any portion of this Warrant, Warrants to the extent that, that after giving effect to the issuance of Warrant Shares after exercise as set forth on the applicable Notice of ExerciseElection to Purchase, such Holder or a person holding through such Holder (together with such Holder’s Affiliatesor person’s Affiliates (as defined in Rule 405 under the Securities Act), and any Persons other persons acting as a group together with such that Holder or person or any of such that Holder’s or person’s Affiliates) ), would beneficially own in excess of the 4.99% (“Beneficial Ownership Limitation”) of the Company’s Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by a person shall include the number of Warrant Shares that would be owned by that person issuable upon exercise of the Warrants with respect to which such determination is being made, but shall exclude the number of shares of Common Stock (a) which would be issuable upon exercise of the remaining, non-exercised Warrants beneficially owned by that person or any of its Affiliates and (b) underlying any other securities of the Company held by such Holder or its Affiliates that are exercisable or convertible into Common Stock and subject to a limitation on conversion or exercise that is analogous to the limitation contained in this Section 2(f)3.3.9. Except as set forth in the preceding sentence, for purposes of this Section 3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that neither the Warrant Agent nor the Company is representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable and of the number of Warrants that are exercisable shall be in the sole discretion of the Holder, and the submission of an Election to Purchase shall be deemed to be the Holder’s determination of whether such Warrant is exercisable and of the number of Warrants that are exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by the Holder or any other person. 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 (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionthereunder. For purposes of this Section 2(f)3.3.9, in determining the number of outstanding shares of Voting Common Stock, a Holder or other person may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (ia) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (iib) a more recent public announcement by the Company or (iiic) a more recent written notice by the Company or the Company’s Transfer Agent transfer agent setting forth the number of shares of Voting Common Stock outstanding. Upon For any reason at any time, upon the written or oral request of a person that represents that it is or is acting on behalf of a Holder, the Company shall promptly shall, within two (2) Trading Days, confirm orally and or in writing or by e-mail to such Holder that person the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power Upon delivery of the outstanding shares of Voting Stock shall be determined after giving effect a written notice to the conversion or exercise of securities of the Company, including the WarrantHolder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage as specified in such notice, by provided that any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and any such increase or decrease will apply only to the Holder or and its Affiliates since the date as and not to any other holder of which such number of outstanding shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of ExerciseWarrants. The provisions of this section Section 3.3.9 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 3.3.9 to correct this section subsection (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained beneficial ownership limitation herein or to make changes or supplements necessary or desirable to properly give effect to such limitationcontained.

Beneficial Ownership Limitation. The Company shall not effect any exercise In implementation of this Warrant, and a Holder shall not have the right to exercise any portion of this WarrantSection 4.13, to the extent thatthat an issuance of Additional Shares would result in a Purchaser or any of its Attribution Party’s (as defined in the Warrant) beneficially owning in excess of 4.99% (or, after giving effect upon election by a Purchaser prior to the exercise set forth on issuance of any Securities, up to 9.99%) (the applicable Notice “Maximum Percentage”) of Exercisethe Common Stock, then the Company shall initially issue only such Holder number of Additional Shares that would result in such Purchaser (together with such HolderPurchaser’s AffiliatesAttribution Parties) beneficially owning the Maximum Percentage of the Common Stock, and, except as otherwise provided below, no other Additional Shares shall be issuable under this Section 4.13 but instead held in abeyance pursuant to this Section 4.13. After such initial issuance, and any Persons acting as a group until all Additional Shares which otherwise would have been issued under this Section 4.13 have been issued, from time to time the Company will issue such number of such unissued Additional Shares so that such Purchaser (together such Purchaser’s Attribution Parties) will beneficially own only the Maximum Percentage of the Common Stock. Such Purchaser shall make written representations and warranties to the Company regarding its (together with its Attribution Parties) beneficial ownership to effectuate the foregoing. The Maximum Percentage limitation contained in this paragraph and Section 2(e) of the Warrants issued to such Holder Purchaser pursuant to this Agreement shall be coordinated so that the aggregate beneficial ownership of such Purchaser (together with its Attribution Parties (as defined in the Warrant) does not exceed the Maximum Percentage limitation. In connection therewith, issuances pursuant to this Section 4.13 shall take precedence over issuances of any Warrant Shares issuable to such Purchaser. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms 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 assignees of such Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership LimitationPurchaser hereunder. For the purposes of this Section 2(f)paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be calculated determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this section. For purposes of this Section 2(f), in determining the number of outstanding shares of Voting Stock, a Holder may rely on the number of outstanding shares of Voting Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Stock outstanding. Upon the written or oral request of a Holder, the Company shall promptly confirm orally and in writing to such Holder the number of votes represented by the Voting Stock then outstanding. In any case, the total voting power of the outstanding shares of Voting Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrant, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitationthereunder.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this a Warrant, and a Holder shall not have the right to exercise any portion of this a Warrant, pursuant to Section 3 or otherwise, to the extent that, that after giving effect to the such issuance after exercise as set forth on the applicable Notice of Exercise, such the Holder (together with such the Holder’s AffiliatesAffiliates (as defined below), and any other Persons acting as a group together with such the Holder or any of such the Holder’s Affiliates) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Shares issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted 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 Shares , including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares (“Common Share Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(f)3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable)thereunder, it being acknowledged by such the Holder that the Company is not representing to the Holder does not have that such calculation is in compliance with Section 13(d) of the right Exchange Act and the Holder is solely responsible for any schedules required to acquire be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant Shares is exercisable (in excess relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a 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 a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to and the Company each time it delivers shall have no obligation to verify or confirm the accuracy of such determination. In addition, a Notice determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionExchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(f)3.3.9, in determining the number of outstanding shares of Voting StockCommon Shares , a Holder may rely on the number of outstanding shares of Voting Stock Common Shares as stated reflected in the most recent of the following: (iA) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (iiB) a more recent public announcement by the Company or (iiiC) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Stock Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall promptly within two (2) Trading Days confirm orally and in writing to such the Holder the number of votes represented by the Voting Stock Common Shares then outstanding. In any case, the total voting power number of the outstanding shares of Voting Stock Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including the such Warrant, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Voting Stock Common Shares was reported. The “Beneficial Ownership Limitation” shall be 34.04.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the total number of votes represented by the Voting Stock Common Shares outstanding immediately after giving effect to the issuance of Warrant Common Shares otherwise issuable pursuant upon exercise of a Warrant. The Holder, upon notice to the applicable Notice Company, may increase or decrease the Beneficial Ownership Limitation provisions of Exercisethis Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of the Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this section paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 3.3.9 to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of a Warrant.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this a Warrant, and a the Holder shall not have the right to exercise any portion of this a Warrant, pursuant to Section 3 or otherwise, to the extent that, that after giving effect to the such issuance after exercise as set forth on the applicable Notice of Exercise, such the Holder (together with such the Holder’s AffiliatesAffiliates (as such term is defined in Rule 405 promulgated under the Securities Act), and any Persons other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates) Affiliates (such persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of such 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 (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted 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 shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(f)3.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.4 applies, the determination of whether the Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of the 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 a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of the 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 Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionthereunder. For purposes of this Section 2(f)3.4, in determining the number of outstanding shares of Voting Common Stock, a the Holder may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (iA) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (iiB) a more recent public announcement by the Company or (iiiC) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a the Holder, the Company shall promptly within two (2) trading days confirm orally and in writing to such the Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the such Warrant, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.04.99% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant upon exercise of the Warrant. The Holder, upon notice to the applicable Notice Company, may increase or decrease the Beneficial Ownership Limitation provisions of Exercisethis Section 3.4, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of the Warrant held by the Holder and the provisions of this Section 3.4 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this section paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 34 to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of the Warrant.

Beneficial Ownership Limitation. The Company Corporation shall not effect any exercise conversion of this WarrantSeries A Preferred Shares, and a Holder shall not have the right to exercise convert any portion of this Warrantthe Series A Preferred Shares, to the extent that, after giving effect to the exercise conversion set forth on the applicable Notice of ExerciseConversion, such Holder (together with such Holder’s Affiliatesaffiliates, and any Persons other person or entity acting as a group together with such Holder or any of such Holder’s Affiliatesaffiliates) would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by such Holder and its affiliates shall include the number of Common Shares issuable upon conversion of the Series A Preferred Shares with respect to which such determination is being made, but shall exclude the number of Common Shares which are issuable upon (A) conversion of the remaining, unconverted Series A Preferred Shares beneficially owned by such Holder or any of its affiliates, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including any warrants) beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(f4.4(3), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder thereunder. To the extent that the limitation contained in this Section 4.4(3) applies, the determination of whether the Series A Preferred Shares are convertible (except that in relation to other securities owned by such Holder together with any affiliates) and of how many Series A Preferred Shares are convertible shall be in the sole discretion of such Holder, and the submission of a person or group Notice of Conversion shall be deemed to have beneficial ownership be such Holder’s determination of shares of Voting Stock that such person or group has whether the right Series A Preferred Shares may be converted (in relation to acquire regardless of when such right is first exercisable), it being acknowledged other securities owned by such Holder that the Holder does not have the right together with any affiliates) and how many Series A Preferred Shares are convertible, in each case subject to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company Corporation each time it he or she delivers a Notice of Exercise Conversion that such Notice of Exercise Conversion has not violated the restrictions set forth in this sectionSection 4.4(3) and the Corporation 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 Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. For purposes of this Section 2(f4.4(3), in determining the number of outstanding shares of Voting StockCommon Shares, a Holder may rely on the number of outstanding shares of Voting Stock Common Shares as stated in the most recent of the following: (iA) the CompanyCorporation’s most recent periodic or annual report filed filing with the Securities and Exchange Commission, as the case may be, (iiB) a more recent public announcement by the Company Corporation or (iiiC) a more recent written notice by the Company Corporation or the CompanyCorporation’s Transfer Agent transfer agent setting forth the number of shares of Voting Stock Common Shares outstanding. Upon the written or oral request of a Holder, the Company Corporation shall promptly within two (2) Trading Days confirm orally and in writing to such Holder the number of votes represented by the Voting Stock Common Shares then outstanding. In any case, the total voting power number of the outstanding shares of Voting Stock Common Shares shall be determined after giving effect to the conversion or exercise of securities of the CompanyCorporation, including the WarrantSeries A Preferred Shares, by such Holder or its Affiliates affiliates since the date as of which such number of outstanding shares of Voting Stock Common Shares was reported. The “A Holder, upon not less than 61 days’ prior notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation” shall Limitation applicable to his or her Series A Preferred Shares. Any such increase or decrease will not be 34.0% of effective until the total number of votes represented by the Voting Stock outstanding immediately 61st day after giving effect such notice is delivered to the issuance of Warrant Shares otherwise issuable pursuant Corporations and shall only apply to the applicable Notice of Exercisesuch Holder and no other Holder. The provisions of this section Section 4.4(3) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f4.4(3) to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this Section 4.4(3) shall apply to a successor holder of Series A Preferred Shares.

Beneficial Ownership Limitation. The Company Notwithstanding anything in this Certificate of Designation to the contrary, the Corporation shall not effect any exercise conversion of this Warrantthe Series A Preferred Stock, and a Holder shall not have the right to exercise convert any portion of this Warrantthe Series A Preferred Stock, to the extent that, after giving effect to the exercise an attempted conversion set forth on the an applicable Notice of ExerciseConversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together other Person whose beneficial ownership of Common Stock would be aggregated with such Holder or any of such the Holder’s Affiliatesfor purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock subject to the Notice of Conversion with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted Series A Preferred Stock beneficially owned by such Holder or any of its Attribution Parties, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including any warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to a limitation on conversion or exercise similar to the limitation contained herein. For purposes of this Section 2(f6(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and applicable regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group the Commission. In addition, for purposes hereof, “group” has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions meaning set forth in this sectionSection 13(d) of the Exchange Act and the applicable regulations of the Commission. For purposes of this Section 2(f6(c), it is understood that the number of shares of Common Stock beneficially owned by each Holder shall be aggregated with each other Holder for purposes of Section 13(d) of the Exchange Act. For purposes of this Section 6(c), in determining the number of outstanding shares of Voting Common Stock, absent actual knowledge of such Holder to the contrary, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (iA) the CompanyCorporation’s most recent periodic or annual report filed filing with the Commission, as the case may be, (iiB) a more recent public announcement by the Company Corporation that is filed with the Commission, or (iiiC) a more recent written notice by the Company Corporation or the CompanyCorporation’s Transfer Agent transfer agent to the Holder setting forth the number of shares of Voting Common Stock then outstanding. Upon the written or oral request of a HolderHolder (which may be by email with confirmation), the Company shall promptly Corporation shall, within three Trading Days thereof, confirm orally and in writing to such Holder (which may be via email) the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the any actual conversion or exercise of securities of the CompanyCorporation, including the Warrantshares of Series A Preferred Stock, by such Holder or its Affiliates Attribution Parties since the date as of which such number of outstanding shares of Voting Common Stock was reportedlast publicly reported or confirmed to the Holder. The initial “Beneficial Ownership Limitation” shall be 34.09.99% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable shares of Common Stock pursuant to the applicable such Notice of ExerciseConversion (to the extent permitted pursuant to this Section 6(c)). The provisions of this section Corporation shall be construed and implemented entitled to rely on representations made to it by the Holder in a manner otherwise than in strict conformity with any Notice of Conversion regarding its Beneficial Ownership Limitation. Notwithstanding the terms of this Section 2(f) foregoing, by written notice to correct this section the Corporation, (or any portion hereofi) which will not be effective until the sixty-first (61st) day after such written notice is delivered to the Corporation, the Holder may be defective or inconsistent with reset the intended Beneficial Ownership Limitation contained herein or percentage to make changes or supplements necessary or desirable a higher percentage, not to properly give effect exceed the limits under Nasdaq Marketplace Rule 5635(d), to the extent then applicable and (ii) which will be effective immediately after such limitationnotice is delivered to the Corporation, the Holder may reset the Beneficial Ownership Limitation percentage to a lower percentage. Upon such a change by a Holder of the Beneficial Ownership Limitation, the Beneficial Ownership Limitation may not be further amended by such Holder without first providing the minimum notice required by this Section 6(c).

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that, that after giving effect to the such issuance after exercise as set forth on the applicable Notice of Exercise, such the Holder (together with such the Holder’s Affiliates, and any other Persons acting as a group together with such the Holder or any of such the Holder’s Affiliates) ), would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Section 2(f)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 (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder 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 Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the 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 the Holder 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 Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionthereunder. For purposes of this Section 2(f)Section, in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (iA) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (iiB) a more recent public announcement by the Company or (iiiC) a more recent written notice by the Company or the Company’s Transfer Agent transfer agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall promptly within two Trading Days confirm orally and in writing to such the Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the this Warrant, by such the Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.04.99% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the applicable Notice Company, may increase or decrease the Beneficial Ownership Limitation provisions of Exercisethis Section, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this section paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. As used herein “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

Beneficial Ownership Limitation. The Company Parent shall not effect any exercise conversion of this Warrantany Conversion Amount, and a Holder the Lender shall not have the right to exercise convert any portion of this Warrant, any Conversion Amount to the extent that, that after giving effect to such issuance of the exercise Conversion Shares after conversion as set forth on the applicable Notice of ExerciseConversion Notice, such Holder the Lender (together with such Holder’s the Lender's Affiliates, and any other Persons acting as a group together with such Holder the Lender or any of the Lender's Affiliates (such Holder’s Affiliates) Persons, "Attribution Parties")), would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of Shares beneficially owned by the Lender and its Affiliates and Attribution Parties shall include the number of Shares issuable upon the Conversion of the Conversion Amount with respect to which such determination is being made, but shall exclude the number of Shares which would be issuable upon (i) conversion of the remaining, nonconverted portion of this Agreement beneficially owned by the Lender or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Parent (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Lender or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(f)7, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable)thereunder, it being acknowledged by such Holder the Lender that the Holder does Parent is not have representing to the right Lender that such calculation is in compliance with Section 13(d) of the Exchange Act and the Lender is solely responsible for any schedules required to acquire Warrant Shares be filed in excess accordance therewith. To the extent that the limitation contained in this Section 7 applies, the determination of whether any amount outstanding under this Agreement is convertible (in relation to other securities owned by the Lender together with any Affiliates and Attribution Parties) and of which portion of the amount outstanding under this Agreement is convertible shall be in the sole discretion of the Lender, and the submission of a Notice of Conversion shall be deemed to be the Lender's determination of whether such amount is convertible (in relation to other securities owned by the Lender together with any Affiliates and Attribution Parties) and of which portion of such amount is convertible, in each case subject to the Beneficial Ownership Limitation, and the Parent shall have no obligation to verify or confirm the accuracy of such determination. To ensure compliance In addition, a determination as to any group status as contemplated above shall be determined in accordance with this restriction, each Holder will be deemed to represent to Section 13(d) of the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated Exchange Act and the restrictions set forth in this sectionrules and regulations promulgated thereunder. For purposes of this Section 2(f)7, in determining the number of outstanding shares of Voting StockShares, a Holder Lender may rely on the number of outstanding shares of Voting Stock Shares as stated reflected in the most recent of the following: (iA) the Company’s Parent's most recent periodic or annual report filed with the Commissionapplicable securities regulators, as the case may be, (iiB) a more recent public announcement by the Company Parent or (iiiC) a more recent written notice by the Company Parent or the Company’s Transfer Agent its transfer agent setting forth the number of shares of Voting Stock Shares outstanding. Upon the written or oral request of a HolderLender, the Company Parent shall promptly within one (1) Trading Day confirm orally and in writing to such Holder the Lender the number of votes represented by the Voting Stock Shares then outstanding. In any case, the total voting power number of the outstanding shares of Voting Stock Shares shall be determined after giving effect to the conversion or exercise of securities of the CompanyParent, including the Warrantamount outstanding under this Agreement, by such Holder the Lender or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Voting Stock Shares was reported. The “"Beneficial Ownership Limitation” " shall be 34.09.99% of the total number of votes represented by the Voting Stock Shares outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable upon conversion of such amounts. The Lender, upon notice to the Parent, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 7, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares upon conversion of the amount outstanding under this Agreement held by the Lender and the provisions of this Section 7 shall continue to apply, unless: (A) the Lender, provides the applicable stock exchange with a personal information form pursuant to the applicable Notice rules of Exercisesuch stock exchange, and (B) if required, the form has been approved by such stock exchange. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Parent. The provisions of this section paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 7 to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor to this Agreement. Notwithstanding the foregoing, the Beneficial Ownership Limitation shall not apply if the Lender beneficially owns in excess of 9.99% of the number of Shares outstanding immediately before giving effect to the issuance of Conversion Shares issuable upon conversion of any Conversion Amount.

Beneficial Ownership Limitation. The Company shall not effect any exercise In implementation of this Warrant, and a Holder shall not have the right to exercise any portion of this WarrantSection 4.18, to the extent thatthat an issuance of Additional Shares would result in a Purchaser or any of its Attribution Party’s (as defined in the Warrant) beneficially owning in excess of 4.99% (the “Maximum Percentage”) of the Common Stock, after giving effect to then the exercise set forth on the applicable Notice Company shall initially issue only such number of Exercise, Additional Shares that would result in such Holder Purchaser (together with such HolderPurchaser’s AffiliatesAttribution Parties) beneficially owning the Maximum Percentage of the Common Stock, and, except as otherwise provided below, no other Additional Shares shall be issuable under this Section 4.18 but instead held in abeyance pursuant to this Section 4.18. After such initial issuance, and any Persons acting as a group until all Additional Shares which otherwise would have been issued under this Section 4.18 have been issued, from time to time the Company will issue such number of such unissued Additional Shares so that such Purchaser (together such Purchaser’s Attribution Parties) will beneficially own only the Maximum Percentage of the Common Stock. Such Purchaser shall make written representations and warranties to the Company regarding its (together with its Attribution Parties) beneficial ownership to effectuate the foregoing. The Maximum Percentage limitation contained in this paragraph and the limitation on exercise contained in Section 4.19(b) and Section 2(e) of the Warrants issued to such Holder Purchaser pursuant to this Agreement shall be coordinated so that the aggregate beneficial ownership of such Purchaser (together with its Attribution Parties (as defined in the Warrant) does not exceed the Maximum Percentage limitation. In connection therewith, issuances pursuant to this Section 4.18 shall take precedence over issuances of any Warrant Shares issuable to such Purchaser. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms 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 assignees of such Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership LimitationPurchaser hereunder. For the purposes of this Section 2(f)paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be calculated determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this section. For purposes of this Section 2(f), in determining the number of outstanding shares of Voting Stock, a Holder may rely on the number of outstanding shares of Voting Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Stock outstanding. Upon the written or oral request of a Holder, the Company shall promptly confirm orally and in writing to such Holder the number of votes represented by the Voting Stock then outstanding. In any case, the total voting power of the outstanding shares of Voting Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrant, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitationthereunder.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary contained herein, the Company shall not effect any the exercise of any portion of this WarrantOption, and a the Holder shall not have the right to exercise any portion of this WarrantOption, pursuant to the terms and conditions of this Option and any such exercise shall be null and void and treated as if never made, to the extent that, that after giving effect to such exercise, the exercise set forth on the applicable Notice of Exercise, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates) its Affiliates collectively would beneficially own in excess of 49.99% (the Beneficial Ownership Limitation“Maximum Percentage”) of the number of Common Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned by the Holder and its Affiliates shall include the number of Common Shares held by the Holder and its Affiliates plus the number of Common Shares issuable upon exercise of this Option with respect to which the determination of such sentence is being made, but shall exclude the number of Common Shares which would be issuable upon exercise or conversion of the unexercised or unconverted portion of any other securities of the Company. For purposes of this Section 2(f2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). In the event that the issuance of Common Shares to the Holder upon exercise of this Option would, but for this Section 2(d), result in the Holder and the rules and regulations promulgated thereunder (except that a person or group shall be its Affiliates being deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this section. For purposes of this Section 2(f)beneficially own, in determining the aggregate, more than the Maximum Percentage of the number of outstanding shares of Voting StockCommon Stock (as determined under Section 13(d) of the 1934 Act), a Holder may rely on then the number of outstanding Option Shares issuable under this Option shall automatically be reduced to such number of shares of Voting Stock as stated would result in the most recent Holder and its Affiliates collectively owning 49.99% of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Stock outstanding. Upon the written or oral request of a Holder, the Company shall promptly confirm orally and in writing to such Holder the number of votes represented by the Voting Stock then outstanding. In any case, the total voting power of the outstanding shares of Voting Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrant, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Stock Common Shares outstanding immediately after giving effect to such exercise, but the issuance of Warrant Total Exercise Price shall not be adjusted. Any Common Shares that would otherwise be issuable pursuant to upon the applicable Notice of Exercise. The provisions exercise of this section Option shall be construed cancelled and implemented in a manner otherwise than in strict conformity with the terms of void and no longer subject to this Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitationOption.

Beneficial Ownership Limitation. The Notwithstanding any other provision if this Subscription Agreement to the contrary, the Company shall not give effect to any exercise of this WarrantOptional Subscription, and a Holder the undersigned shall not have the no right to exercise make any portion of this WarrantOptional Subscription, to the extent that, that after giving effect to the exercise issuance of Optional Shares pursuant to such Optional Subscription as set forth on the applicable Notice of ExerciseElection Notice, such Holder the undersigned (together with such Holderthe undersigned’s affiliates (within the meaning of Rule 144(a) under the Securities Act) (“Affiliates”) and any other persons whose beneficial ownership of the Company’s common stock would be aggregated with the undersigned’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including any Persons acting as “group” of which the undersigned is a group together with member (such Holder or any of such Holder’s Affiliates) persons, “Attribution Parties”), would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of this Section 2(f)paragraph, beneficial ownership shall be calculated calculated, and any determination as to “group” status shall be made, in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitationthereunder. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this section. For purposes of this Section 2(f), in In determining the number of outstanding shares of Voting Common Stock, a Holder the undersigned may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the CommissionSEC, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Stock outstanding. Upon its transfer agent; and upon the written or oral request of a Holderthe undersigned, the Company shall promptly within two business days confirm orally and in writing to such Holder the undersigned the number of votes represented by the Voting shares of Common Stock then outstanding. In any caseFor purposes of this paragraph, the total voting power of the outstanding shares of Voting Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrant, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0means 9.9% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Optional Shares otherwise issuable pursuant to the applicable Notice relevant Optional Subscription. The undersigned, upon written notice to and the written consent of Exercisethe Company, may increase the Beneficial Ownership Limitation; provided, however, that no such increase in the Beneficial Ownership Limitation will be effective until the sixty-first (61st) calendar day after written consent is provided by the Company. The provisions of this section paragraph shall be construed and implemented in a such manner otherwise than in strict conformity with the terms of this Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements as is necessary or desirable to properly give effect to such limitationthe Beneficial Ownership Limitation.

Beneficial Ownership Limitation. The Company Corporation shall not effect any exercise conversion of this Warrantthe Series I Preferred, and a Holder shall not have the right to exercise convert any portion of this Warrantthe Series I Preferred, to the extent that, after giving effect to the exercise conversion set forth on the applicable Notice of ExerciseConversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s AffiliatesAffiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Series I Preferred with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Series I Preferred beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Series I Preferred or the Warrants) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(f6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder thereunder. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Series I Preferred is convertible (except that in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Series I Preferred are convertible shall be in the sole discretion of such Holder, and the submission of a person or group Notice of Conversion shall be deemed to have beneficial ownership be such Holder’s determination of whether the shares of Voting Stock that such person or group has the right Series I Preferred may be converted (in relation to acquire regardless of when such right is first exercisable), it being acknowledged other securities owned by such Holder that together with any Affiliates and Attribution Parties) and how many shares of the Holder does not have the right Series I Preferred are convertible, in each case subject to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company Corporation each time it delivers a Notice of Exercise Conversion that such Notice of Exercise Conversion has not violated the restrictions set forth in this sectionparagraph and the Corporation 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(f6(d), in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (i) the CompanyCorporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company Corporation or (iii) a more recent written notice by the Company Corporation or the Company’s Transfer Agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a HolderHolder (which may be via email), the Company Corporation shall promptly within two Trading Days confirm orally and in writing to such Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CompanyCorporation, including the WarrantSeries I Preferred, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.04.99% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant upon conversion of Series I Preferred held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable Notice to its Series I Preferred provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of Exercisethe number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Series I Preferred held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this section paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f6(d) to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Series I Preferred.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a A Holder shall not have the right to exercise any portion of this Warrant, Warrants to the extent that, that after giving effect to the exercise issuance of Warrant ADSs as set forth on the applicable Notice of ExerciseElection to Purchase, such Holder or a person holding through such Holder (together with such Holder’s Affiliatesor person’s Affiliates (as defined in Rule 405 under the Securities Act), and any Persons other persons acting as a group together with such that Holder or person or any of such that Holder’s or person’s Affiliates) ), would beneficially own in excess of 4.99% (or, at the election of the Holder prior to the issuance of the Warrants, 9.99%) (“Beneficial Ownership Limitation”) of the Company’s Ordinary Shares. For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by a person shall include the number of Ordinary Shares underlying ADSs held by the Holder plus the number of Ordinary Shares underlying the Warrant ADSs that would be owned by that person issuable upon exercise of the Warrants with respect to which such determination is being made, but shall exclude the number of Ordinary Shares (i) underlying the Warrant ADSs which would be issuable upon exercise of the remaining, non-exercised Warrants beneficially owned by that person or any of its Affiliates and (ii) underlying any other securities of the Company held by such Holder or its Affiliates that are exercisable or convertible into Ordinary Shares and subject to a limitation on conversion or exercise that is analogous to the limitation contained in this Section 2(f)3.3.10. Except as set forth in the preceding sentence, for purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that neither the Warrant Agent nor the Company is representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.10 applies, the determination of whether a Warrant is exercisable and of the number of Warrants that are exercisable shall be in the sole discretion of the Holder, and the submission of an Election to Purchase shall be deemed to be the Holder’s determination of whether such Warrant is exercisable and of the number of Warrants that are exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by the Holder or any other person. 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 (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionthereunder. For purposes of this Section 2(f)3.3.10, in determining the number of outstanding shares of Voting StockOrdinary Shares, a Holder or other person may rely on the number of outstanding shares of Voting Stock Ordinary Shares as stated reflected in the most recent of the following: (iA) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (iiB) a more recent public announcement by the Company or (iiiC) a more recent written notice by the Company or the Company’s Transfer Agent transfer agent setting forth the number of shares of Voting Stock Ordinary Shares outstanding. Upon For any reason at any time, upon the written or oral request of a person that represents that it is or is acting on behalf of a Holder, the Company shall promptly shall, within two (2) Trading Days, confirm orally and or in writing or by e-mail to such Holder that person the number of votes represented by the Voting Stock Ordinary Shares then outstanding. In any case, the total voting power Upon delivery of the outstanding shares of Voting Stock shall be determined after giving effect a written notice to the conversion or exercise of securities of the Company, including the WarrantHolder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice, by provided that any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and any such increase or decrease will apply only to the Holder or and its Affiliates since the date as and not to any other holder of which such number of outstanding shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of ExerciseWarrants. The provisions of this section Section 3.3.10 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 3.3.10 to correct this section subsection (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained beneficial ownership limitation herein or to make changes or supplements necessary or desirable to properly give effect to such limitationcontained.

Beneficial Ownership Limitation. The Company Corporation shall not effect any exercise conversion of this Warrantthe Preferred Stock, and a Holder shall not have the right to exercise convert any portion of this Warrantthe Preferred Stock, to the extent that, after giving effect to the exercise conversion set forth on the applicable Notice of ExerciseConversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock or the Warrants) beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(f6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder thereunder. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (except that in relation to other securities owned by such Holder together with any Affiliates) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a person or group Notice of Conversion shall be deemed to have beneficial ownership be such Holder’s determination of whether the shares of Voting Preferred Stock that such person or group has the right may be converted (in relation to acquire regardless of when such right is first exercisable), it being acknowledged other securities owned by such Holder that together with any Affiliates) and how many shares of the Holder does not have the right Preferred Stock are convertible, in each case subject to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each the Holder will be deemed to represent to the Company Corporation each time it delivers a Notice of Exercise Conversion that such Notice of Exercise Conversion has not violated the restrictions set forth in this sectionparagraph and the Corporation 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(f6(d), in determining the number of outstanding shares of Voting Common Stock, a the Holder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (i) the CompanyCorporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company Corporation or (iii) a more recent written notice by the Company Corporation or the Company’s Transfer Agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a Holder, the Company Corporation shall promptly within two (2) Trading Days confirm orally and in writing to such Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CompanyCorporation, including the WarrantPreferred Stock, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.04.99% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant to upon conversion of Preferred Stock held by the applicable Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitationHolder.

Beneficial Ownership Limitation. The Company shall not effect any exercise conversion of this WarrantNote, and a Holder shall not have the right to exercise convert any portion of this WarrantNote, to the extent that, that after giving effect to the exercise conversion set forth on the applicable Notice of ExerciseConversion, such the Holder (together with such the Holder’s Affiliates, and any Persons acting as a group together with such the Holder or any of such the Holder’s or such Persons’ Affiliates) would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(f4(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder thereunder. To the extent that the limitation contained in this Section 4(e) applies, the determination of whether this Note is convertible (except that in relation to other securities owned by the Holder together with any Affiliates and any Persons deemed to act as a person group together with the Holder and any of the Holder’s or group such Person’s Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to have beneficial ownership be the Holder’s determination of shares of Voting Stock that such person or group has the right whether this Note may be converted (in relation to acquire regardless of when such right is first exercisable), it being acknowledged other securities owned by such Holder that the Holder does not have the right together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each the Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise Conversion that such Notice of Exercise Conversion has not violated the restrictions set forth in this sectionparagraph 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(f4(e), in determining the number of outstanding shares of Voting Common Stock, a the Holder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company Company, or (iii) a more recent written notice by the Company or the Company’s Transfer Agent transfer agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall promptly within two Trading Days confirm orally and in writing to such the Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantthis Note, by such the Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.04.99% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant upon conversion of this Note held by the Holder. The Holder, upon not less than 61 days’ prior notice to the applicable Notice of Exercise. The Company, may increase or decrease the Beneficial Ownership Limitation provisions of this section Section 4(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(e) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f4(e) to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, the Corporation shall not effect any exercise conversion of this Warrantthe Series F Preferred Stock in an Initial Automatic Conversion, and a Holder shall not have the right to exercise convert any portion of this Warrantthe Series F Preferred Stock in an Initial Automatic Conversion, to the extent that, after giving effect to the exercise an attempted conversion set forth on the an applicable Notice of ExerciseConversion, such Holder (together with such any other Person whose beneficial ownership of Common Stock would be aggregated with the Holder’s Affiliatesfor purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Commission, and including any Persons acting as “group” of which the Holder is a group together with such Holder or any of such Holder’s Affiliatesmember (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Series F Preferred Stock subject to the Notice of Conversion with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted Series F Preferred Stock beneficially owned by such Holder or any of its Attribution Parties, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including any warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to a limitation on conversion or exercise similar to the limitation contained herein. For purposes of this Section 2(f)section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and applicable regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group the Commission. In addition, for purposes hereof, “group” has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions meaning set forth in this sectionSection 13(d) of the Exchange Act and the applicable regulations of the Commission. For purposes of this Section 2(f6(c), in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (iA) the CompanyCorporation’s most recent periodic or annual report filed filing with the Commission, as the case may be, (iiB) a more recent public announcement by the Company Corporation that is filed with the Commission, or (iiiC) a more recent written notice by the Company Corporation or the CompanyCorporation’s Transfer Agent transfer agent to the Holder setting forth the number of shares of Voting Common Stock then outstanding. Upon the written or oral request of a HolderHolder (which may be by email), the Company shall promptly Corporation shall, within three (3) Trading Days thereof, confirm orally and in writing to such Holder (which may be via email) the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the any actual conversion or exercise of securities of the CompanyCorporation, including the Warrantshares of Series F Preferred Stock, by such Holder or its Affiliates Attribution Parties since the date as of which such number of outstanding shares of Voting Common Stock was reportedlast publicly reported or confirmed to the Holder. The “Beneficial Ownership Limitation” shall initially be 34.0set at the discretion of the Holder, as communicated in writing to the Corporation, between 4.9% and 19.9% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable shares of Common Stock pursuant to the applicable such Notice of ExerciseConversion (to the extent permitted pursuant to this section). The provisions of this section shall be construed and implemented in If no such writing is provided by a manner otherwise than in strict conformity with Holder to the terms of this Section 2(f) Corporation prior to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Closing Date, the Beneficial Ownership Limitation contained herein or for such Holder shall be 19.9%. Any Holder may lower such Holder’s Beneficial Ownership Limitation at any time prior to make changes or supplements necessary or desirable the satisfaction of the Conversion Condition by providing written notice to properly give effect to such limitationthe Corporation.

Beneficial Ownership Limitation. The Company shall not effect any exercise or conversion of this Warrantany Company security, and a Holder the Purchaser shall not have the right to exercise or convert any portion of this Warrantany Company security, to the extent that, that after giving effect to such issuance after exercise or conversion, the exercise set forth on the applicable Notice of Exercise, such Holder Purchaser (together with such Holderthe Purchaser’s Affiliatesaffiliates, and any Persons other persons acting as a group together with such Holder the Purchaser or any of the Purchaser’s affiliates (such Holder’s Affiliates) Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below); provided, that the Beneficial Ownership Limitation shall not apply in the event that the Company obtains stockholder approval for issuances of shares of Common Stock in excess of the Beneficial Ownership Limitation and otherwise satisfies the requirements of Nasdaq Stock Market Rule 5635. For purposes of this Section 2(f)the foregoing sentence, the number of shares of Common Stock beneficially owned by the Purchaser and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise or conversion of the Company security with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise or conversion of the remaining, nonexercised or nonconverted portion of the Company security to which such determination is being made that is beneficially owned by the Purchaser or any of its Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Purchaser or any of its Attribution Parties. Except as set forth in the preceding sentence, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Purchaser that the Purchaser is solely responsible for any schedules required to be filed in accordance therewith. 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 (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionthereunder. For purposes of this Section 2(f)6, in determining the number of outstanding shares of Voting Common Stock, a Holder the Purchaser may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (iA) the Company’s most recent periodic or annual report filed with the U.S. Securities and Exchange Commission, as the case may be, (iiB) a more recent public announcement by the Company or (iiiC) a more recent written notice by the Company or the Company’s Transfer Agent transfer agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a Holderthe Purchaser, the Company shall promptly within two trading days confirm orally and in writing to such Holder the Purchaser the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including Company by the Warrant, by such Holder Purchaser or its Affiliates Attribution Parties since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.019.99% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitationoutstanding.

Beneficial Ownership Limitation. The Company Corporation shall not effect any exercise conversion of this Warrantthe Preferred Stock, and a Holder shall not have the right to exercise convert any portion of this Warrantthe Preferred Stock, to the extent that, after giving effect to the exercise conversion set forth on the applicable Notice of ExerciseConversion, such Holder (together with such Holder’s Affiliates, and any Persons other person or entity acting as a group together with such Holder or any of such Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including the Warrants) beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(f6(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder thereunder. To the extent that the limitation contained in this Section 6(c) applies, the determination of whether the Preferred Stock is convertible (except that in relation to other securities owned by such Holder together with any Affiliates) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a person or group Notice of Conversion shall be deemed to have beneficial ownership be such Holder’s determination of whether the shares of Voting Preferred Stock that such person or group has the right may be converted (in relation to acquire regardless of when such right is first exercisable), it being acknowledged other securities owned by such Holder that together with any Affiliates) and how many shares of the Holder does not have the right Preferred Stock are convertible, in each case subject to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company Corporation each time it delivers a Notice of Exercise Conversion that such Notice of Exercise Conversion has not violated the restrictions set forth in this sectionparagraph and the Corporation 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(f6(c), in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (iA) the CompanyCorporation’s most recent periodic or annual report filed filing with the Securitites and Exchange Commission, as the case may be, (iiB) a more recent public announcement by the Company Corporation or (iiiC) a more recent written notice by the Company Corporation or the CompanyCorporation’s Transfer Agent transfer agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a Holder, the Company Corporation shall promptly within two Trading Days confirm orally and in writing to such Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CompanyCorporation, including the WarrantPreferred Stock, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.04.99% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(c) applicable Notice of Exerciseto its Preferred Stock. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company and shall only apply to such Holder and no other Holder. The provisions of this section paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f6(c) to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary set forth in the Certificate of Designation, the Company shall not effect any exercise redesignation of this Warrantthe Series B Preferred Stock, and a Holder the Purchaser shall not have the right to exercise redesignate any portion of this Warrantits Series B Preferred Stock, to the extent that, after giving effect to the exercise an attempted redesignation set forth on the an applicable Notice of ExerciseConversion (as defined in the Certificate of Designation) with respect to the Series B Preferred Stock, such Holder Purchaser (together with such Holderany other Person whose beneficial ownership of Common Stock would be aggregated with the Purchaser’s Affiliatesfor purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable rules and regulations of the Commission, and including any Persons acting as “group” of which the Purchaser is a group together with such Holder or any of such Holder’s Affiliatesmember) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Purchaser shall include the number of shares of Common Stock created by the consolidation and redesignation of the Series B Preferred Stock subject to the Notice of Conversion with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which are creatable or issuable upon (i) redesignation of the remaining, unconverted Series B Preferred Stock beneficially owned by such Purchaser, and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Purchaser (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2(f)4.11, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group the Commission. In addition, for purposes hereof, “group” has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions meaning set forth in this sectionSection 13(d) of the Exchange Act and the applicable rules and regulations of the Commission. For purposes of this Section 2(f)4.11, in determining the number of outstanding shares of Voting Common Stock, a Holder Purchaser may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (i) the Company’s most recent periodic Form 10-K, Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Common Stock then outstanding. Upon For any reason at any time, upon the written or oral request of a HolderPurchaser (which may be by email), the Company shall promptly shall, within two (2) Business Days of such request, confirm orally and in writing to such Holder Purchaser (which may be by email) the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power of the outstanding shares of Voting Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrant, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation.determined after

Beneficial Ownership Limitation. The Company shall not effect Notwithstanding anything to the contrary contained herein, the number of Conversion Shares and Warrant Shares that may be acquired by the Buyer upon any conversion of the Convertible Note or exercise of this Warrant, and a Holder the Warrants (or otherwise in respect hereof) shall not have the right to exercise any portion of this Warrant, be limited to the extent necessary to ensure that, after giving effect to following such conversion or exercise (or other issuance), the exercise set forth on total number of Common Shares then beneficially owned by the applicable Notice of Exercise, such Holder (together with such Holder’s Affiliates, Buyer and its Affiliates and any other Persons acting as a group together whose beneficial ownership of Common Shares would be aggregated with such Holder or any the Buyer’s for purposes of such Holder’s AffiliatesSection 13(d) would beneficially own in excess of the Beneficial Ownership LimitationSecurities Exchange Act of 1934, as amended (the “1934 Act”), does not exceed 4.99% of the total number of then issued and outstanding Common Shares (including for such purpose the Common Shares issuable upon such conversion or exercise). For purposes of To the extent that the limitation contained in this Section 2(f)1(f) applies, beneficial ownership the determination of whether the Common Shares and the Warrant Share are exercisable. In addition, a determination under this Section 1(f) as to any group status shall be calculated determined by the Buyer in accordance with Section 13(d) of the Exchange 1934 Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionthereunder. For purposes of this Section 2(f1(f), in determining the number of outstanding shares of Voting Common Stock, a Holder the Buyer may rely on the number of outstanding shares of Voting Stock Common Shares as stated reflected in the most recent of the following: (ix) the Company’s most recent periodic Form 10-Q or annual report filed with the CommissionForm 10-K, as the case may be, (iiy) a more recent public announcement by the Company that contains such number of Common Shares or (iiiz) a more recent written any other notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Stock Common Shares outstanding. Upon the written or oral request of a Holderthe Buyer, the Company shall promptly within three (3) Trading Days confirm orally and in writing to such Holder Buyer the number of votes represented by the Voting Stock Common Shares then outstanding. In any case, the total voting power of the outstanding shares of Voting Stock shall be determined after giving effect By written notice to the conversion or exercise of securities of the Company, including which will not be effective until the Warrantsixty-first (61st) day after such notice is delivered to the Company, by the Buyer may waive the provisions of this Section 1(f) to change the beneficial ownership limitation to such Holder or its Affiliates since percentage of the date as of which such number of outstanding shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Stock Common Shares outstanding immediately after giving effect to the issuance of Warrant Common Shares otherwise issuable pursuant to upon conversion of the applicable Notice Convertible Note and the exercise of Exercise. The the Warrants as the Buyer shall determine, in its sole discretion, and the provisions of this section Section 1(f) shall continue to apply. Upon such a change by a Buyer of the beneficial ownership limitation from such 4.99% limitation to such other percentage limitation, the beneficial ownership limitation may not be construed and implemented in a manner otherwise than in strict conformity with further waived by such Buyer without first providing the terms of minimum notice required by this Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation1(f).

Beneficial Ownership Limitation. The (a) No Purchaser shall request that a Note held by it be converted, and the Company shall not effect any exercise the conversion of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, Note to the extent that, after giving effect to the exercise set forth on the applicable Notice of Exercisesuch issuance after conversion, such Holder Purchaser (together with such HolderPurchaser’s Affiliates, Affiliates and any Persons other person or entity acting as a group together with such Holder Purchaser or any of such HolderPurchaser’s Affiliates) Affiliates (collectively, the “Concert Parties”)), would beneficially own ADSs or Ordinary Shares in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of ADSs or Ordinary Shares beneficially owned by a Purchaser and its Concert Parties shall include the number of Ordinary Shares issuable upon conversion of the portion of the Note with respect to which such determination is being made, but shall exclude the number of Ordinary Shares which would be issuable upon (i) conversion of the remaining portion of the Note beneficially owned by Purchaser and (ii) conversion or exercise of the unexercised or unconverted portion of any loan to or securities of the Company (or any successor thereto) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by Purchaser or any of its Concert Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(f)5.2, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable)thereunder, it being acknowledged by such Holder Purchaser that the Holder does Company is not have the right representing to acquire Warrant Shares Purchaser that such calculation is in excess compliance with Section 13(d) of the Beneficial Ownership LimitationExchange Act and Purchaser is solely responsible for any schedules required to be filed in accordance therewith. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise extent that such Notice of Exercise has not violated the restrictions set forth limitation contained in this sectionSection 5.2 applies, the determination of whether and the extent to which a Note may be converted (in relation to other loans or securities owned by a Purchaser together with any Affiliates) shall be made in good faith by the Purchaser holding such Note in consultation with its own counsel. 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(f)5.2, in determining the number of outstanding shares of Voting StockOrdinary Shares (including Ordinary Shares represented by ADSs), a Holder Purchaser may rely on the number of outstanding shares of Voting Stock Ordinary Shares (including Ordinary Shares represented by ADSs) as stated reflected in the most recent of the following: (ix) the Company’s (or its successor’s) most recent periodic or annual report filed with the Commissionreport, as the case may be, filed with the SEC, (iiy) a more recent public announcement by the Company (or its successor) or (iiiz) a more recent written any other notice by the Company or the CompanyDepositary (or its successor or successor’s Transfer Agent depositary) setting forth the number of shares of Voting Stock Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding. Upon the written or oral request of a Holderany Purchaser, the Company shall promptly within two business days confirm orally and in writing to such Holder Purchaser the number of votes Ordinary Shares (including Ordinary Shares represented by the Voting Stock ADSs) then outstanding. In any case, the total voting power number of the Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding shares of Voting Stock shall be determined after giving effect to the conversion or exercise of loans or securities of the Company, including the WarrantNotes, by such Holder the applicable Purchaser or its Affiliates Concert Parties since the date as of which such number of outstanding shares of Voting Stock Ordinary Shares (including Ordinary Shares represented by ADSs) was reported. The “Beneficial Ownership Limitation” shall be 34.09.99% of the total number of votes Ordinary Shares (including Ordinary Shares represented by the Voting Stock ADSs) outstanding immediately after giving effect to the issuance of Warrant the Conversion Shares otherwise issuable pursuant upon conversion of the applicable Note. Purchaser, upon not less than 61 days’ prior notice to the applicable Notice Company, may increase or decrease (including, for the avoidance of Exercisedoubt, to 0%) the percentage constituting the Beneficial Ownership Limitation, and the provisions of this Section 5.2 shall continue to apply to such increased or decreased Beneficial Ownership Limitation. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this section Section 5.2 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) hereof in order to correct this section such terms (or any portion hereofthereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this Section 5.2 shall apply to any successor to Purchaser.

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, the Corporation shall not effect any exercise conversion of this Warrantthe Series Y Preferred Stock, and a Holder shall not have the right to exercise convert any portion of this Warrantthe Series Y Preferred Stock, to the extent that, after giving effect to the exercise an attempted conversion set forth on the an applicable Notice of ExerciseConversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together other Person whose beneficial ownership of Common Stock would be aggregated with such Holder or any of such the Holder’s Affiliatesfor purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Series Y Preferred Stock subject to the Notice of Conversion with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted Series Y Preferred Stock beneficially owned by such Holder or any of its Attribution Parties, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including any warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to a limitation on conversion or exercise similar to the limitation contained herein. For purposes of this Section 2(f6(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and applicable regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group the Commission. In addition, for purposes hereof, “group” has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions meaning set forth in this sectionSection 13(d) of the Exchange Act and the applicable regulations of the Commission. For purposes of this Section 2(f6(c), in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (iA) the CompanyCorporation’s most recent periodic or annual report filed filing with the Commission, as the case may be, (iiB) a more recent public announcement by the Company Corporation that is filed with the Commission, or (iiiC) a more recent written notice by the Company Corporation or the CompanyCorporation’s Transfer Agent transfer agent to the Holder setting forth the number of shares of Voting Common Stock then outstanding. Upon the written or oral request of a HolderHolder (which may be by email with confirmation), the Company shall promptly Corporation shall, within three (3) Trading Days thereof, confirm orally and in writing to such Holder (which may be via email) the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the any actual conversion or exercise of securities of the CompanyCorporation, including the Warrantshares of Series Y Preferred Stock, by such Holder or its Affiliates Attribution Parties since the date as of which such number of outstanding shares of Voting Common Stock was reportedlast publicly reported or confirmed to the Holder. The “Beneficial Ownership Limitation” shall be 34.019.99% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable shares of Common Stock pursuant to the applicable such Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with Conversion (to the terms of extent permitted pursuant to this Section 2(f) 6(c)), provided that a Holder may, upon providing written notice to correct this section (the Corporation, elect to increase or any portion hereof) which may be defective or inconsistent with decrease the intended Beneficial Ownership Limitation contained herein or (not to make changes or supplements necessary or desirable exceed the limits under Nasdaq Marketplace Rule 5635(b), to properly give effect the extent then applicable), with any increase to be effective only after 61 days from delivery of such limitationnotice to the Corporation. The Corporation shall be entitled to rely on representations made to it by the Holder in any Notice of Conversion regarding its Beneficial Ownership Limitation.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that, that after giving effect to such issuance after exercise the exercise set forth on the applicable Notice of Exercise, such Holder (together with such the Holder’s Affiliatesaffiliates, and any Persons other person or entity acting as a group together with such the Holder or any of such the Holder’s Affiliates) affiliates), would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder 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 (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock equivalents), subject to a limitation on conversion or exercise analogous to the limitation contained herein, beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(f)2.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable)thereunder, it being acknowledged by such the Holder that the Company is not representing to the Holder does not have that such calculation is in compliance with Section 13(d) of the right Exchange Act and the Holder is solely responsible for any schedules required to acquire be filed in accordance therewith. To the extent that the limitation contained in this Section 2.4 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the 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 an Election to Purchase Shares (in excess the form attached hereto as Exhibit ‘A’) shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to and the Company each time it delivers a Notice shall have no obligation to verify or confirm the accuracy of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectiondetermination. For purposes of this Section 2(f), in determining the number of outstanding shares of Voting StockIn addition, a Holder may rely on the number of outstanding shares of Voting Stock determination as stated to any group status as contemplated above shall be determined in the most recent accordance with Section 13(d) of the following: (i) Exchange Act and the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Stock outstandingrules and regulations promulgated thereunder. Upon the written or oral request of a Holder, the Company shall promptly within two trading days confirm orally and in writing to such the Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the this Warrant, by such the Holder or its Affiliates affiliates since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.09.9% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the applicable Notice Company, may increase or decrease the Beneficial Ownership Limitation provisions of Exercisethis Section 2.4 by an amount determined by the Holder in its sole discretion. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this section Section 2.4 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 2.4 as may be necessary to correct this section (or any portion hereof) hereof which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this Section 2.4 shall apply to a successor holder of this Warrant.

Beneficial Ownership Limitation. The Company shall not effect the conversion of any exercise portion of this WarrantNote, and a the Holder shall not have the right to exercise convert any portion of this WarrantNote pursuant to the terms and conditions of this Note and any such conversion shall be null and void and treated as if never made, to the extent that, that after giving effect to such conversion, the exercise set forth on the applicable Notice of Exercise, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates) the other Attribution Parties collectively would beneficially own in excess of 4.99% (the Beneficial Ownership Limitation“Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) conversion of the remaining, non-converted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 3.2(e). For purposes of this Section 2(f3.2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionAct. For purposes of this Section 2(f), in determining the number of outstanding shares of Voting StockCommon Stock the Holder may acquire upon the conversion of this Note without exceeding the Maximum Percentage, a the Holder may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (ix) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the CommissionSEC, as the case may be, (iiy) a more recent public announcement by the Company or (iiiz) a more recent any other written notice by the Company or the Company’s Transfer Agent Agent, if any, setting forth the number of shares of Voting Common Stock outstandingoutstanding (the “Reported Outstanding Share Number”). Upon If the Company receives a Conversion Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 3.2(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written or oral request of a the Holder, the Company shall promptly within one Trading Day confirm orally and in writing or by electronic mail to such the Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantthis Note, by such the Holder or its Affiliates and any other Attribution Party since the date as of which such the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon conversion of this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Voting Common Stock was reported. The (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Beneficial Ownership Limitation” Excess Shares”) shall be 34.0% deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Furthermore, the Company shall indemnify the Holder in accordance with the Purchase Agreement, if the Holder suffers any damages or claims as a result of the total number Excess Shares being issued. Upon delivery of votes represented by the Voting Stock outstanding immediately after giving effect a written notice to the issuance Company, the Holder may from time to time increase (with such increase not effective until the 61st day after delivery of Warrant Shares otherwise such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties. For purposes of clarity, the shares of Common Stock issuable pursuant to the applicable Notice terms of Exercisethis Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note pursuant to this Section 3.2(e) shall have any effect on the applicability of the provisions of this Section 3.2(e) with respect to any subsequent determination of convertibility. The provisions of this section paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f3. 2(e) to the extent necessary to correct this section (or any portion hereof) provision which may be defective or inconsistent with the intended Beneficial Ownership Limitation beneficial ownership limitation contained herein in this Section 3.2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this Section 3.2(e) may not be waived and shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company shall Corporation is not required to effect any exercise conversion of this Warrantthe Series A Preference Shares, and a Holder shall not have the right to exercise convert any portion of this Warrantthe Series A Preference Shares, to the extent that, after giving effect to the exercise conversion set forth on the applicable Notice of ExerciseConversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Series A Preference Shares with respect to which such determination is being made, but shall exclude the number of shares of Common Stock issuable upon (i) conversion of the remaining, unconverted Series A Preference Shares beneficially owned by such Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Series A Preference Shares or the Warrants) beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(f6.d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder thereunder. To the extent that the limitation contained in this Section 6.d) applies, the determination of whether the Series A Preference Shares are convertible (except that in relation to other securities owned by such Holder together with any Affiliates) and of how many shares of Series A Preference Shares are convertible shall be in the sole discretion of such Holder, and the submission of a person or group Notice of Conversion shall be deemed to have beneficial ownership be such Holder’s determination of whether the shares of Voting Stock that such person or group has the right Series A Preference Shares may be converted (in relation to acquire regardless of when such right is first exercisable), it being acknowledged other securities owned by such Holder that together with any Affiliates) and how many shares of the Holder does not have the right Series A Preference Shares are convertible, in each case subject to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company Corporation each time it delivers a Notice of Exercise Conversion that such Notice of Exercise Conversion has not violated the restrictions set forth in this sectionparagraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. A determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 2(f6.d), in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (ix) the CompanyCorporation’s most recent periodic or annual report filed with the Commission, as the case may be, (iiy) a more recent public announcement by the Company Corporation or (iiiz) a more recent written notice by the Company Corporation or the Company’s Transfer Agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a Holder, the Company Corporation shall promptly within two Trading Days confirm orally and in writing to such Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CompanyCorporation, including the WarrantSeries A Preference Shares, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0means, subject to the next sentence, 9.99% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant shares of Common Stock issuable upon conversion of Series A Preference Shares otherwise issuable pursuant held by the applicable Holder. A Holder, upon not less than 61 days’ prior notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6.d) applicable Notice to its Series A Preference Shares provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of Exercisethe number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of the Series A Preference Shares held by the Holder, and the provisions of this Section 6.d) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this section paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f6.d) to correct this section paragraph (or any portion hereof) which that may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Series A Preference Shares.

Beneficial Ownership Limitation. The Company shall not be required to effect any exercise of this a Warrant, and a Holder shall not have the right to exercise any portion of this a Warrant, pursuant to Section 3 or otherwise, to the extent that, that after giving effect to the such issuance after exercise as set forth on the applicable Notice of Exercise, such the Holder (together with such the Holder’s AffiliatesAffiliates (as defined below), and any Persons other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates) Affiliates (such persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of such 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 (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted 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 shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock (“Common Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(f)3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a 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 a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a 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 Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionthereunder. For purposes of this Section 2(f)3.3.9, in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (iA) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (iiB) a more recent public announcement by the Company or (iiiC) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall promptly within one Trading Day confirm orally and in writing to such the Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the such Warrant, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.04.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant upon exercise of a Warrant. The Holder, upon written notice to the applicable Notice Company and the Warrant Agent, may increase or decrease the Beneficial Ownership Limitation provisions of Exercisethis Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of a Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this section paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 3.3.9 to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of a Warrant.

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, in no event shall not effect any exercise of this Warrant, and a the Holder shall not have the right be entitled to exercise any portion of this Warrant, to the extent that, after giving effect to the exercise set forth on the applicable Notice of Exercise, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates) would beneficially own Warrant in excess of that portion of this Warrant upon exercise of which the Beneficial Ownership Limitationsum of (1) the number of shares of Common Stock beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of this Warrant or the unexercised or unconverted portion of any other security of the Holder subject to a limitation on conversion analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the exercise of the portion of this Warrant with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its Affiliates of any amount greater than 9.99% of the then outstanding shares of Common Stock (whether or not, at the time of such exercise, the Holder and its Affiliates beneficially own more than 9.99% of the then outstanding shares of Common Stock). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended. For purposes of this Section 2(f)the second preceding sentence, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder Regulations 13D-G thereunder, except as otherwise provided in clause (except that a person or group shall be deemed to have beneficial ownership 1) of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionsentence. For purposes of this Section 2(f)any reason at any time, in determining the number of outstanding shares of Voting Stock, a Holder may rely on the number of outstanding shares of Voting Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Stock outstanding. Upon the upon written or oral request of a the Holder, the Company shall promptly within one (1) business day confirm orally and in writing to such the Holder the number of votes represented shares of Common Stock outstanding as of any given date. The limitations set forth herein may be waived by the Voting Stock then outstanding. In Holder upon provision of no less than sixty-one (61) days prior written notice to the Company; provided, however, that, such written notice of waiver shall only be effective if delivered at a time when no indebtedness (including, without limitation, principal, interest, fees and charges) of the Company of which the Holder or any caseof its Affiliates was, at any time, the total voting power of the outstanding shares of Voting Stock shall be determined after giving effect to the conversion owner, directly or exercise of securities of the Company, including the Warrant, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitationindirectly is outstanding.

Beneficial Ownership Limitation. The Company shall not effect affect any exercise of this a Public Warrant, and a Holder shall not have the right to exercise any portion of a Public Warrant, pursuant to this WarrantSection 4 or otherwise, to the extent that, that after giving effect to the such issuance after exercise as set forth on the applicable Notice of ExerciseElection to Purchase, such the Holder (together with such the Holder’s Affiliates, and any Persons other persons acting as a group together with such the Holder or any of such the Holder’s Affiliates) Affiliates (such persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of such Public 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 (i) exercise of the remaining, non-exercised portion of such Public Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation, any other securities of the Company or its subsidiaries 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 instruments that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents”) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(f)4.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable)thereunder, it being acknowledged by such the Holder that the Company is not representing to the Holder does not have that such calculation is in compliance with Section 13(d) of the right Exchange Act and the Holder is solely responsible for any schedules required to acquire be filed in accordance therewith. To the extent that the limitation contained in this Section 4.3.10 applies, the determination of whether a Public Warrant Shares is exercisable (in excess relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Public 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 a Public Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Public Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to and the Company each time it delivers shall have no obligation to verify or confirm the accuracy of such determination. In addition, a Notice determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionExchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(f)4.3.10, in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (iA) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (iiB) a more recent public announcement by the Company Company, or (iiiC) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall promptly within one Trading Day confirm orally and in writing to such the Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the such Public Warrant, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.04.99% (or, upon election by a Holder prior to the issuance of any Public Warrants, 9.99%) of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant upon exercise of a Public Warrant. The Holder, upon notice to the applicable Notice Company, may increase or decrease the Beneficial Ownership Limitation provisions of Exercisethis Section 4.3.10, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Public Warrant held by the Holder and the provisions of this Section 4.3.10 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this section paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 4.3.10 to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Public Warrant.

Beneficial Ownership Limitation. The Notwithstanding anything herein to the contrary, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the extent that, after giving effect to upon such exercise, the exercise set forth on the applicable Notice number of Exercise, shares of Common Stock then beneficially owned by such Holder (together and its Affiliates, and any other Person whose beneficial ownership of Common Stock would be aggregated with such Holder’s Affiliatesfor purposes of Section 13(d) of the Exchange Act, and including shares held by any Persons acting as a group together with “group” of which such Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or any rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth hereinafter, would exceed 4.9% (or, at the election of such Holder that is neither Deerfield Private Design Funds III, L.P., Deerfield Partners, L.P. nor an Affiliate of either of the foregoing made by delivering at least 61 days advance written notice to the Company of its intention to increase the beneficial ownership cap applicable to such Holder’s Affiliates, 9.9%) would beneficially own in excess of the total number of shares of Common Stock then issued and outstanding (the “Beneficial Ownership Cap”); provided that the Beneficial Ownership LimitationCap shall not apply to the extent that the Common Stock is not deemed to constitute an “equity security” pursuant to Rule 13d-1(i) under the Exchange Act. For purposes of this Section 2(f)hereof, beneficial ownership shall be calculated “group” has the meaning set forth in accordance with Section 13(d) of the Exchange Act and applicable regulations of the rules Securities and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has Exchange Commission, and the right to acquire regardless of when such right is first exercisable), it being acknowledged percentage beneficially owned by such Holder that shall be determined in a manner consistent with the Holder does not have the right to acquire Warrant Shares in excess provisions of Section 13(d) of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionExchange Act. For purposes of this Section 2(f)hereof, in determining the number of outstanding shares of Voting Stock, a each Holder may rely on the number of outstanding shares of Voting Common Stock as stated set forth in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (ii) a more recent public announcement or any report filed by the Company or (iii) a more recent written notice by with the Securities and Exchange Commission subsequent thereto, in each case, unless the Company or the Company’s Transfer Agent setting forth has confirmed to such Holder the number of shares of Voting Common Stock outstandingoutstanding as provided in the next sentence (in which case such Holder may rely upon such confirmation). Upon the written or oral request of a such Holder, the Company shall promptly shall, within two (2) trading days, confirm orally and in writing to such Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any caseEach delivery of a Notice of Exercise by a Holder will constitute a representation by such Holder that it has evaluated the limitation set forth in this paragraph and determined that the issuance of the full number of shares of Common Stock requested in such Notice of Exercise is permitted under this paragraph. For purposes of this paragraph, the total voting power number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant pursuant to the Notice of Exercise with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) exercise of the outstanding shares remaining, unexercised portion of Voting Stock shall be determined after giving effect to this Warrant, and (B) exercise, exchange or conversion of the conversion unexercised, unexchanged or exercise unconverted portion of any other securities of the CompanyCompany subject to a limitation on conversion, including exchange or exercise analogous to the Warrant, limitation contained herein beneficially owned by such Holder or any of its Affiliates since Affiliates. Notwithstanding the date as foregoing, the Beneficial Ownership Cap shall be disregarded (i) for purposes of which such determining the number of outstanding Shares to be reserved for issuance in accordance with Section 4(b) and (ii) in determining the number, kind and amount of securities, cash or other property that the Holder would be entitled to receive in respect of shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of Exercise. The provisions upon exercise of this section shall be construed and implemented in Warrant as a manner otherwise than in strict conformity with the terms result of this a Corporate Reorganization, Share Reclassification, Share Split, Special Distribution or other event for purposes of any adjustment required under Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation5.”

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary set forth in the Certificate of Designation, the Company shall not effect any exercise conversion of this Warrantany share of Series B Preferred Stock, and a Holder Purchaser shall not have the right to exercise convert any portion of this Warrantits Series B Preferred Stock, to the extent that, after giving effect to the exercise such attempted conversion set forth on the an applicable Notice of ExerciseConversion (as defined in the Certificate of Designation) with respect to the Series B Preferred Stock, such Holder Purchaser (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such HolderPurchaser’s AffiliatesAffiliates or any other Person who would be a beneficial owner of Common Stock beneficially owned by the Purchaser for purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable rules and regulations of the Commission, including any “group” of which the Purchaser is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Purchaser and its Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock subject to the Notice of Conversion or the Automatic Conversion (as defined in the Certificate of Designation), as applicable, with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Series B Preferred Stock beneficially owned by such Purchaser or any of its Attribution Parties, and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Purchaser or any of its Attribution Parties that are subject to and would exceed a limitation on conversion or exercise similar to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 2(f)4.11, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable rules and regulations promulgated thereunder (except that a person or group shall be deemed of the Commission, and the terms “beneficial ownership” and “beneficially own” have the meanings ascribed to have beneficial ownership of shares of Voting Stock that such person or group terms therein. In addition, for purposes hereof, “group” has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions meaning set forth in this sectionSection 13(d) of the Exchange Act and the applicable rules and regulations of the Commission. For purposes of this Section 2(f)4.11, in determining the number of outstanding shares of Voting Stock, a Holder may rely on the number of outstanding shares of Voting Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Stock outstanding. Upon the written or oral request of a Holder, the Company shall promptly confirm orally and in writing to such Holder the number of votes represented by the Voting Stock then outstanding. In any case, the total voting power of the outstanding shares of Voting Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrant, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation.of

Beneficial Ownership Limitation. The Company Corporation shall not effect any exercise conversion of this Warrantthe Series A Preferred, and a Holder shall not have the right to exercise convert any portion of this Warrantthe Series A Preferred, to the extent that, after giving effect to the exercise conversion set forth on the applicable Notice of ExerciseConversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Series A Preferred beneficially owned by such Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, the Series A Preferred) beneficially owned by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(f5(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder thereunder. To the extent that the limitation contained in this Section 5(d) applies, the determination of whether the Series A Preferred is convertible (except that in relation to other securities owned by such Holder together with any Affiliates) and of how many shares of Series A Preferred are convertible shall be in the sole discretion of such Holder, and the submission of a person or group Notice of Conversion shall be deemed to have beneficial ownership be such Holder’s determination of whether the shares of Voting Stock that such person or group has the right Series A Preferred may be converted (in relation to acquire regardless of when such right is first exercisable), it being acknowledged other securities owned by such Holder that together with any Affiliates) and how many shares of the Holder does not have the right Series A Preferred are convertible, in each case subject to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company Corporation each time it delivers a Notice of Exercise Conversion that such Notice of Exercise Conversion has not violated the restrictions set forth in this sectionparagraph and the Corporation 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(f5(d), in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (i) the CompanyCorporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company Corporation or (iii) a more recent written notice by the Company Corporation or the Company’s Transfer Agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a Holder, the Company Corporation shall promptly within two (2) Trading Days confirm orally and in writing to such Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CompanyCorporation, including the WarrantSeries A Preferred, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.04.99% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant upon conversion of Series A Preferred held by the applicable Holder. A Holder, upon not less than 61 days’ prior notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 5(e) applicable Notice to its Series A Preferred provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of Exercisethe number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Series A Preferred held by the Holder and the provisions of this Section 5(d) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this section paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f5(d) to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor Holder of Series A Preferred.

Beneficial Ownership Limitation. The Company shall not effect any exercise conversion of this WarrantNote, and a Holder shall not have the right to exercise convert any portion of this WarrantNote, to the extent that, that after giving effect to the exercise conversion set forth on the applicable Notice of ExerciseConversion, such the Holder (together with such the Holder’s Affiliates, and any Persons acting as a group together with such the Holder or any of such the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(f4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder thereunder. To the extent that the limitation contained in this Section 4(d) applies, the determination of whether this Note is convertible (except that in relation to other securities owned by the Holder together with any Affiliates) and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a person or group Notice of Conversion shall be deemed to have beneficial ownership be the Holder’s determination of shares of Voting Stock that such person or group has the right whether this Note may be converted (in relation to acquire regardless of when such right is first exercisable), it being acknowledged other securities owned by such Holder that the Holder does not have the right together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each the Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise Conversion that such Notice of Exercise Conversion has not violated the restrictions set forth in this sectionparagraph 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(f4(d), in determining the number of outstanding shares of Voting Common Stock, a the Holder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company Company, or (iii) a more recent written notice by the Company or the Company’s Transfer Agent transfer agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall promptly within two Trading Days confirm orally and in writing to such the Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrantthis Note, by such the Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.04.99% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant upon conversion of this Note held by the Holder. The Holder, upon not less than 61 days’ prior notice to the applicable Notice of Exercise. The Company, may increase or decrease the Beneficial Ownership Limitation provisions of this section Section 4(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(d) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f4(d) to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note.

Beneficial Ownership Limitation. The Company shall has agreed with Alpha and Brio, individually and not effect collectively, that in no event may Alpha or Brio convert the shares of Series C Preferred Stock or exercise or convert any exercise of this Warrantother securities (collectively, and a Holder shall not have the right “Securities”) issued by the Company to exercise any portion of this Warranteither Alpha or Brio, to the extent thatif, after giving effect to the exercise set forth on the applicable Notice of Exercise, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with result of any such Holder conversion or any of such Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation. For purposes of this Section 2(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this section. For purposes of this Section 2(f), in determining the number of outstanding shares of Voting Stock, a Holder may rely on the number of outstanding shares of Voting Stock as stated in the most recent of the followingexercise by: (i) Alpha , it shall be the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a beneficial owner of more recent public announcement by the Company or (iii) a more recent written notice by the Company or the Company’s Transfer Agent setting forth than 9.99% of the number of shares of Voting Stock outstanding. Upon the written or oral request of a Holder, the Company shall promptly confirm orally and in writing to such Holder the number of votes represented by the Voting Stock then outstanding. In any case, the total voting power of the outstanding shares of Voting Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrant, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant upon conversion of the Series C Preferred Stock or the exercise of any Securities containing rights to acquire or be exchanged for shares of Common Stock and (ii) Brio, it shall be the beneficial owner of more than 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the applicable Notice issuance of Exerciseshares of Common Stock issuable upon conversion of the Series C Preferred Stock or the exercise of any Securities containing rights to acquire or be exchanged for shares of Common Stock . The foregoing is defined in this Exchange Agreement as the “Beneficial Ownership Limitation.” Either Alpha and/or Brio, individually and not collectively, may decrease the Beneficial Ownership Limitation at any time and, upon not less than 61 days’ prior notice to the Company, may increase the Beneficial Ownership Limitation under this Section 1.4, provided that the Beneficial Ownership Limitation with respect to Alpha, in no event exceeds 9.99%, and with respect to Brio, in no event exceeds 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of the Series C Preferred Stock or the exercise of any Securities containing rights to acquire or be exchanged for shares of Common Stock held by Alpha and/or Brio, acting singly, and the Beneficial Ownership Limitation provisions of this section Section 1. 4 shall continue to apply. Any such increase will not be effective until the 61st day after such notice is delivered to Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 1. 4 to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of the Convertible Note or any Securities issued to Alpha and Brio .

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a A Holder shall not have the right to exercise any portion of this Warrant, Warrants to the extent that, that after giving effect to the issuance of Warrant ADSs after exercise as set forth on the applicable Notice of ExerciseElection to Purchase, such Holder or a person holding through such Holder (together with such Holder’s Affiliatesor person’s Affiliates (as defined in Rule 405 under the Securities Act ), and any Persons other persons acting as a group together with such that Holder or person or any of such that Holder’s or person’s Affiliates) ), would beneficially own in excess of the 4.99% (“Beneficial Ownership Limitation”) of the Company’s Ordinary Shares. For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by a person shall include the number of Ordinary Shares underlying the Warrant ADSs that would be owned by that person issuable upon exercise of the Warrants with respect to which such determination is being made, but shall exclude the number of Ordinary Shares (i) underlying the Warrant ADSs which would be issuable upon exercise of the remaining, non-exercised Warrants beneficially owned by that person or any of its Affiliates and (ii) underlying any other securities of the Company held by such Holder or its Affiliates that are exercisable or convertible into Ordinary Shares and subject to a limitation on conversion or exercise that is analogous to the limitation contained in this Section 2(f)3.3.10. Except as set forth in the preceding sentence, for purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that neither the Warrant Agent nor the Company is representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder or beneficial owner is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.10 applies, the determination of whether a Warrant is exercisable and of the number of Warrants that are exercisable shall be in the sole discretion of the Holder, and the submission of an Election to Purchase shall be deemed to be the Holder’s determination of whether such Warrant is exercisable and of the number of Warrants that are exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by the Holder or any other person. 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 (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionthereunder. For purposes of this Section 2(f)3.3.10, in determining the number of outstanding shares of Voting StockOrdinary Shares, a Holder or other person may rely on the number of outstanding shares of Voting Stock Ordinary Shares as stated reflected in the most recent of the following: (iA) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission, as the case may be, (iiB) a more recent public announcement by the Company or (iiiC) a more recent written notice by the Company or the Company’s Transfer Agent transfer agent setting forth the number of shares of Voting Stock Ordinary Shares outstanding. Upon For any reason at any time, upon the written or oral request of a person that represents that it is or is acting on behalf of a Holder, the Company shall promptly shall, within two (2) Trading Days, confirm orally and or in writing or by e-mail to such Holder that person the number of votes represented by the Voting Stock Ordinary Shares then outstanding. In any case, the total voting power Upon delivery of the outstanding shares of Voting Stock shall be determined after giving effect a written notice to the conversion or exercise of securities of the Company, including the WarrantHolder may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice, by provided that any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and any such increase or decrease will apply only to the Holder or and its Affiliates since the date as and not to any other holder of which such number of outstanding shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of ExerciseWarrants. The provisions of this section Section 3.3.10 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 3.3.10 to correct this section subsection (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained beneficial ownership limitation herein or to make changes or supplements necessary or desirable to properly give effect to such limitationcontained.

Beneficial Ownership Limitation. The Notwithstanding anything herein to the contrary, the Company shall not effect any exercise conversion of this Warrantthe Preferred Stock, and a Holder shall not have the right to exercise convert any portion of this Warrantthe Preferred Stock, in each case to the extent that, after giving effect to the exercise set forth on the applicable Notice of Exercisesuch conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation. For purposes of this Section 2(f)11, beneficial ownership of a Holder shall be calculated in accordance with Section 13(d16(a) and (b) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group for purposes of determining whether such Holder is subject to the reporting and liability provisions of Section 16(a) and 16(b) of the Exchange Act. For purposes of the complying with this Section 11, the Company shall be deemed entitled to have beneficial ownership conclusively rely on the information set forth in any Holder’s Notice of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable)Conversion, it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, and each Holder will delivering a Notice of Conversion shall be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has Conversion does not violated violate the restrictions set forth in this section. For purposes of this Section 2(f)paragraph, in determining the number of outstanding shares of Voting Stock, a Holder may rely on the number of outstanding shares of Voting Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by and the Company shall have no obligation to verify or (iii) a more recent written notice by confirm the Company or the Company’s Transfer Agent setting forth the number accuracy of shares of Voting Stock outstandingsuch representation. Upon the written or oral request of a Holder, the Company shall promptly shall, within two Trading Days, confirm orally and in writing to such Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power of the outstanding shares of Voting Stock shall be determined after giving effect By written notice to the conversion or exercise of securities of the Company, including a Holder may from time to time increase or decrease the Warrant, by Beneficial Ownership Limitation applicable solely to such Holder or its Affiliates since to any other percentage; provided that any such increase will not be effective until the date as of which sixty-fifth (65th) day after such number of outstanding shares of Voting Stock was reportednotice is delivered to the Company. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with the terms express purpose of this Section 2(f11 is to preclude any Holder’s ownership of any shares of Preferred Stock from causing such Holder to become subject to the reporting and liability provisions of Section 16(a) and 16(b) of the Exchange Act, including pursuant to correct Rule 16a-2 promulgated by the Commission, and this section Section 11 shall be interpreted according to such express purpose. Solely for purposes of this Section 11 and for purposes of the provisos to Section 7(b) and (c) hereof, the term “Holder” shall include all persons whose beneficial ownership of the Common Stock is aggregated pursuant to Section 13(d)(3) of the Exchange Act or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation Rule 13d-5 thereunder. Notwithstanding anything contained herein or to make changes or supplements necessary or desirable the contrary, prior to properly give effect to such limitationreceipt of Shareholder Approval conversion of the Preferred Stock shall at all times be limited by the Conversion Cap.

Beneficial Ownership Limitation. The Notwithstanding anything herein to the contrary, the Company shall not effect any exercise of this Warrant, and a Holder holder shall not have the right to exercise any portion of this Warrant, to the extent that, after giving effect to the an attempted exercise set forth on the an applicable Notice of ExerciseExercise and any transactions relating thereto, such Holder holder (together with such Holder’s Affiliates, and any Persons acting other person whose beneficial ownership of Common Stock would be aggregated with the holder's for purposes of Section 13(d) of the Securities Exchange Act of 1934, as a group together with such Holder or any of such Holder’s AffiliatesAmended (the "Exchange Act") would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of this Section 2(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the The "Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will " shall be deemed to represent to the Company each time it delivers a Notice 19.99% of Exercise that such Notice of Exercise has not violated the restrictions set forth in this section. For purposes of this Section 2(f), in determining the number of outstanding shares of Voting Stock, a Holder may rely on the number of outstanding shares of Voting Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Stock outstanding. Upon the written or oral request of a Holder, the Company shall promptly confirm orally and in writing to such Holder the number of votes represented by the Voting Stock then outstanding. In any case, the total voting power of the outstanding shares of Voting Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrant, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable shares of Common Stock pursuant to the applicable such Notice of Exercise. The Exercise (to the extent permitted pursuant to this Section 17); provided, however, that by written notice to the Company, which will not be effective until the 61st day after such notice is delivered to the Company, the holder may waive or amend the provisions of this section shall be construed Section 17 to change the Beneficial Ownership Limitation to any other number less than or equal to 19.99%, and implemented in a manner otherwise than in strict conformity with the terms provisions of this Section 2(f) 17 shall continue to correct this section (or apply. The Company be entitled to rely on representations made to it by the Holder in any portion hereof) which may be defective or inconsistent with the intended Notice of Conversion regarding its Beneficial Ownership Limitation contained herein or Limitation. Issued this ___ day of ________, 2018. MYND ANALYTICS, INC. By: Name: Title: Address: 20000 Xx Xxxxxxx Xxxxxxx Xxxxx, XX 00000 Accepted and agreed: Name and Position Address: [Signature Page to make changes or supplements necessary or desirable to properly give effect to such limitation.Form of Warrant] EXHIBIT A NOTICE OF EXERCISE TO: MYnd Analytics, Inc. Attention: Chief Executive Officer

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrantthe Right, and a the Holder shall not have the right to exercise any portion of the Right pursuant to the terms and conditions of this WarrantAgreement and any such exercise shall be null and void and treated as if never made, to the extent that, that after giving effect to such exercise, the exercise set forth on the applicable Notice of Exercise, such Holder (together with such Holder’s Affiliates, and any Persons acting the other Attribution Parties (as a group together with such Holder or any of such Holder’s Affiliatesdefined below) would beneficially own in excess of four and ninety nine hundredths percent (4.99%) of the shares of Common Stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limit”); provided, however, that this Section 16(h) will not apply to any Holder that is subject to Section 16(a) or (b) of the Exchange Act with respect to the Company by virtue of being deemed to be a “director” or “officer” of the Company within the meaning of Section 16 of the Exchange Act. Notwithstanding anything to the contrary in this Section 16(h), upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership LimitationLimit to any other percentage not in excess of nine and ninety nine hundredths percent (9.99%) as specified in such notice; provided that any increase in the Beneficial Ownership Limit will not be effective until the sixty-first (61st) calendar day after the delivery of such written notice. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Right issued hereunder with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of the Right beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 16(h). For purposes of this Section 2(f), 16(h) beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionAct. For purposes of this Section 2(f), in determining the number of outstanding shares of Voting StockCommon Stock the Holder may acquire upon the exercise of the Right without exceeding the Beneficial Ownership Limit, a the Holder may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (ix) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the CommissionSEC, as the case may be, (iiy) a more recent public announcement by the Company or (iiiz) a more recent any other written notice by the Company or the Company’s Transfer Agent Agent, if any, setting forth the number of shares of Voting Common Stock outstandingoutstanding (the “Reported Outstanding Share Number”). Upon If the Company receives a Notice of Issuance from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Issuance would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 16(h), to exceed the Beneficial Ownership Limit, the Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Notice of Issuance. For any reason at any time, upon the written or oral request of a the Holder, the Company shall promptly within one (1) Business Day confirm orally and in writing or by electronic mail to such the Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the WarrantRight, by such the Holder or its Affiliates and any other Attribution Party since the date as of which such the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of the Right results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limit of the number of outstanding shares of Voting Common Stock was reported. The “(as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Beneficial Ownership Limitation” Limit (the “Excess Shares”) shall be 34.0deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Beneficial Ownership Limit to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Beneficial Ownership Limit 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 the other Attribution Parties and not to any other holder of a Right that is not an Attribution Party of the total number Holder. For purposes of votes represented by clarity, the Voting shares of Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice terms of Exercisethe Right hereunder in excess of the Beneficial Ownership Limit shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to exercise any Right pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this section paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f16(h) to the extent necessary to correct this section paragraph (or any portion hereofof this paragraph) which may be defective or inconsistent with the intended Beneficial Ownership Limitation beneficial ownership limitation contained herein in this Section 16(h) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of Right. For the purpose of this Agreement: (x) “Attribution Parties” means any other Person whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrantthe Right, and a Holder the Purchaser shall not have the right to exercise any portion of the Right pursuant to the terms and conditions of this WarrantAgreement and any such exercise shall be null and void and treated as if never made, to the extent that, that after giving effect to such exercise, the exercise set forth on the applicable Notice of Exercise, such Holder (Purchaser together with such Holder’s Affiliates, and any Persons acting the other Attribution Parties (as a group together with such Holder or any of such Holder’s Affiliatesdefined below) would beneficially own in excess of four and ninety nine hundredths percent (4.99%) (or such other percentage not in excess of 19.99% as each Purchaser may elect in writing to the Company on or prior to the Issue Date) of the shares of Common Stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limit”); provided, however, that this Section 8(a) will not apply to any Purchaser that is subject to Section 16(a) or (b) of the Securities Exchange Act of 1934 (the “Exchange Act”) with respect to the Company by virtue of being deemed to be a “director” or Exhibit 10.1 “officer” of the Company within the meaning of Section 16 of the Exchange Act. Notwithstanding anything to the contrary in this Section 8(a), upon delivery of a written notice to the Company, the Purchaser may from time to time increase or decrease the Beneficial Ownership LimitationLimit to any other percentage not in excess of nineteen and ninety nine hundredths percent (19.99%) as specified in such notice; provided that any increase in the Beneficial Ownership Limit will not be effective until the sixty-first (61st) calendar day after the delivery of such written notice. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Purchaser and the other Attribution Parties shall include the number of shares of Common Stock held by the Purchaser and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Right issued hereunder with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of the Right beneficially owned by the Purchaser or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Purchaser or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this 8(a). For purposes of this Section 2(f8(a), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectionAct. For purposes of this Section 2(f), in determining the number of outstanding shares of Voting StockCommon Stock the Purchaser may acquire upon the exercise of the Right without exceeding the Beneficial Ownership Limit, a Holder the Purchaser may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (ix) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the CommissionSecurities and Exchange Commission (the “SEC”), as the case may be, (iiy) a more recent public announcement by the Company or (iiiz) a more recent any other written notice by the Company or the Company’s Transfer Agent Agent, if any, setting forth the number of shares of Voting Common Stock outstandingoutstanding (the “Reported Outstanding Share Number”). Upon If the Company receives a Notice of Issuance from the Purchaser at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Purchaser in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Issuance would otherwise cause the Purchaser’s beneficial ownership, as determined pursuant to this Section 8(a), to exceed the Beneficial Ownership Limit, the Purchaser must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Notice of Issuance. For any reason at any time, upon the written or oral request of a Holderthe Purchaser, the Company shall promptly within one (1) Business Day confirm orally and in writing or by electronic mail to such Holder the Purchaser the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the WarrantRight, by such Holder or its Affiliates the Purchaser and any other Attribution Party since the date as of which such the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Purchaser upon exercise of the Right results in the Purchaser and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limit of the number of outstanding shares of Voting Common Stock was reported. The “(as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Purchaser’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Beneficial Ownership Limitation” Limit (the “Excess Shares”) shall be 34.0deemed null and void and shall be cancelled ab initio, and the Purchaser shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Purchaser may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Beneficial Ownership Limit to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Beneficial Ownership Limit 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 Purchaser and the other Attribution Parties and not to any other Purchaser of a Right that is not an Attribution Party of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation.Exhibit 10.1

Beneficial Ownership Limitation. The Company number of Purchase Notice Securities then to be purchased by the Investor shall not effect any exercise exceed the number of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, to the extent such shares that, after giving effect to when aggregated with all other Securities then owned by the exercise set forth on Investor beneficially owned (as such term is defined under the applicable Notice of ExerciseExchange Act) by the Investor, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates) would result in the Investor beneficially own in excess of owning more than the Beneficial Ownership LimitationLimitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section 2(f8.2(f), beneficial ownership if the amount of Securities outstanding is greater or lesser on a Closing Date than on the date on which the Purchase Notice associated with such Closing Date is given, the amount of Securities outstanding on such date of issuance of a Purchase Notice shall be calculated govern for purposes of determining whether the Investor, when aggregating all purchases of Securities made pursuant to this Agreement, would beneficially own more than the Beneficial Ownership Limitation following a purchase on any such Closing Date. If the Investor claims that compliance with a Purchase Notice would result in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of Investor owning more than the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this section. For purposes of this Section 2(f), in determining the number of outstanding shares of Voting Stock, a Holder may rely on the number of outstanding shares of Voting Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Stock outstanding. Upon the written or oral upon request of a Holder, the Company shall promptly confirm orally and in writing to such Holder the number of votes represented by the Voting Stock then outstanding. In any case, the total voting power of the outstanding shares of Voting Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrant, by such Holder or its Affiliates since Investor will provide the date as Company with evidence of which such number of outstanding shares of Voting Stock was reportedthe Investor’s then existing Securities beneficially owned. The “Beneficial Ownership Limitation” shall be 34.04.99% of the total number of votes represented by the Voting Stock Securities outstanding immediately after giving effect prior to the issuance of Warrant Shares otherwise Securities issuable pursuant to a Purchase Notice, provided that, the applicable Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with Investor may increase the terms of this Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or up to make changes or supplements necessary or desirable 9.99% at its sole discretion upon sixty-one (61) days prior written notice to properly give effect the Company. To the extent that the Beneficial Ownership Limitation would be exceeded in connection with a Closing, the number of Securities issuable to such limitationthe Investor shall be reduced so it does not exceed the Beneficial Ownership Limitation.

Beneficial Ownership Limitation. The Company shall not effect Notwithstanding any exercise provision to the contrary contained herein, any Notice of this Warrant, and a Conversion delivered by or on behalf of the Holder shall be deemed automatically not to have the right to exercise any portion of this Warrant, been so delivered by such person to the extent thatextent, after giving effect but only to the exercise set forth on extent, that immediately prior to or following the applicable Notice delivery of Exercise, any shares of Common Stock or any other security otherwise deliverable upon such conversion would result in the Holder in the aggregate (together with such the Holder’s Affiliates, affiliates and any Persons acting member of a Section 13(d) “group” with the Holder) having “beneficial ownership” as a group together with such Holder or any of such Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation. For purposes of this Section 2(f), beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except “Beneficial Ownership”) of Common Stock or any other class of any equity security (other than an exempted security) that is registered pursuant to Section 12 of the Exchange Act (a person or group shall be deemed to have beneficial ownership “Class”) in excess of the Beneficial Ownership Limitation (as defined below). For purposes of calculating Beneficial Ownership, the aggregate number of shares of Voting Common Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged beneficially owned by such Holder that the Holder does not shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which the determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon exercise or conversion of the unexercised or unconverted portion of the Preferred Stock or any other securities of the Corporation beneficially owned by the Holder (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. Any purported delivery to any Holder of a number of shares of Common Stock or any other security upon conversion of the Preferred Stock shall be void and have no effect to the right extent, but only to acquire Warrant Shares the extent, that before or after such delivery, the Holder would have Beneficial Ownership of Common Stock or any other Class in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each The Holder will be deemed to represent shall disclose to the Company each time it delivers Corporation the number of shares of Common Stock or other applicable Class that it, its affiliates or any member of a group with the Holder owns or has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting a Notice of Exercise Conversion. “Beneficial Ownership Limitation” shall initially be 4.99%, and may subsequently be increased or decreased to any other percentage at the Holder’s election, any such increase to require 61 days’ advance notice delivered to the Corporation; provided that such Notice the Beneficial Ownership Limitation in no event exceeds 19.99% and the provisions of Exercise has not violated the restrictions set forth in this sectionSection 6(d) shall continue to apply. For purposes of this Section 2(f6(d), in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (i1) the CompanyCorporation’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or annual report filed other public filing with the Securities and Exchange Commission, as the case may be, (ii2) a more recent public announcement by the Company Corporation or (iii3) a more recent written any other notice by the Company Corporation or the Company’s Transfer Agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a Holderoutstanding (such issued and outstanding shares, the Company shall promptly confirm orally and in writing to such “Reported Outstanding Share Number”). If the Corporation receives a Notice of Conversion from the Holder at a time when the number of votes represented by the Voting Stock then outstanding. In any case, the total voting power of the outstanding shares of Voting Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrant, by such Holder or its Affiliates since the date as of which such actual number of outstanding shares of Voting Common Stock was reported. The “is less than the Reported Outstanding Share Number, the Corporation shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Notice of Conversion would otherwise cause the Holder’s, together with those parties’ holdings aggregated with the Holder’s holdings as determined pursuant to this Section 6(d), to exceed the Beneficial Ownership Limitation” shall be 34.0% , the Holder must notify the Corporation of the total a reduced number of votes represented by the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable be converted pursuant to the applicable such Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitationConversion.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this a Warrant, pursuant to Section 3 or otherwise, to the extent that, that after giving effect to the such issuance after exercise as set forth on the applicable Notice of Exercise, such the Holder (together with such the Holder’s Affiliates, Affiliates (as defined below) and any Persons acting as a group together each person subject to aggregation with such Holder or any its Affiliates under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such Holder’s Affiliates) persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of this Warrant Agreement, “Affiliate” means any person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person, as such terms are used in and construed under Rule 405 under the Securities Act. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of such 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 (i) exercise of the remaining, non-exercised portion of such Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted 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 is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock “Common Stock Equivalents”) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(f)3.3.9, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable)thereunder, it being acknowledged by such the Holder that the Company is not representing to the Holder does not have that such calculation is in compliance with Section 13(d) of the right Exchange Act and the Holder is solely responsible for any schedules required to acquire be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant Shares is exercisable (in excess relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a 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 a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to and the Company each time it delivers a Notice shall have no obligation to verify or confirm the accuracy of Exercise that such Notice of Exercise has not violated the restrictions set forth in this sectiondetermination. For purposes of this Section 2(f)3.3.9, in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated reflected in the most recent of the following: (iA) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (iiB) a more recent public announcement by the Company or (iiiC) a more recent written notice by the Company or the Company’s Transfer Agent transfer agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall promptly within two Trading Days confirm orally and in writing to such the Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the such Warrant, by such the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.04.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise Common Stock issuable pursuant upon exercise of a Warrant. The Holder, upon notice to the applicable Notice Company, may increase or decrease the Beneficial Ownership Limitation provisions of Exercisethis Section 3.3.9, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 3.3.9 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this section paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 3.3.9 to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Beneficial Ownership Limitation. The Notwithstanding anything to the contrary set forth in this Debenture, at no time may the Company shall not effect any exercise of this Warrant, and a issue to the Holder shall not have the right to exercise any portion of this Warrant, Debenture Shares to the extent that, that after giving effect to such issuance, the exercise set forth on the applicable Notice of Exercise, such Holder (together with such the Holder’s Affiliates, and any Persons acting as a group together with such the Holder or any of such the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of this Section 2(f5(g), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder thereunder. To the extent that the limitation contained in this Section 5(g) applies, the determination of whether shares of Common Stock may be issued pursuant to this Debenture (except that in relation to other securities owned by the Holder together with any Affiliates) shall be in the sole discretion of the Holder, and the submission of a person or group Holder Redemption Notice (at a time when this Debenture is Stock On) shall be deemed to have beneficial ownership be the Holder’s determination of whether shares of Voting Common Stock that such person or group has the right may be issued pursuant to acquire regardless of when such right is first exercisable), it being acknowledged this Debenture (in relation to other securities owned by such Holder that the Holder does not have the right together with any Affiliates) subject to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. In addition, the Holder may notify the Company that the issuance of any Debenture Shares would cause the Holder to exceed the Beneficial Ownership Limitation, in which case, the Company shall only issue to the Holder such number of shares of Common Stock that would not cause the Holder to exceed the Beneficial Ownership (as determined by the Holder in accordance with this Section 5(g)). To ensure compliance with this restriction, each the Holder will be deemed to represent to the Company each time it delivers a Holder Redemption Notice of Exercise (at a time that this Debenture is Stock On) that such Holder Redemption Notice of Exercise has not violated the restrictions set forth in this sectionparagraph 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(f5(g), in determining the number of outstanding shares of Voting Common Stock, a the Holder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company Company, or (iii) a more recent written notice by the Company or the Company’s Transfer Agent transfer agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall promptly within two (2) Trading Days confirm orally and in writing to such the Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion issuance of shares of Common Stock under this Debenture or exercise of securities of the Company, including Warrants to the Warrant, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.04.9% of the total number of votes represented shares of the Common Stock outstanding immediately after giving effect to the applicable issuance of shares of Common Stock pursuant to this Debenture held by the Voting Holder. The Holder, upon not less than sixty-one (61) days’ prior notice to the Borrowers, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 5(g), provided that the Beneficial Ownership Limitation in no event exceeds 9.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable shares of Common Stock pursuant to the applicable Notice terms of Exercise. The this Debenture and the Beneficial Ownership ​ ​ Limitation provisions of this section Section 5(g)shall continue to apply. Any such increase or decrease will not be effective until the sixty first (61st) day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f5(g) to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Debenture.

Beneficial Ownership Limitation. The Company shall not effect issue any Common Shares hereunder or upon exercise of this the Warrant, and a Holder Xxxxxxxx shall not have the right to exercise receive any portion of this Common Shares hereunder and FFLP shall not have the right to receive any Common Shares under the Warrant, to the extent thatthe number of shares of Common Shares beneficially owned (calculated in accordance with Rule 13d-3 promulgated under the Exchange Act, but disregarding shares that would, but for this Section 6, be issuable hereunder or under the Warrant) by Xxxxxxxx and FFLP in the aggregate after giving effect to the exercise set forth on the applicable Notice of Exercise, any such Holder issuance would exceed nine and nine tenths percent (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation. For purposes of this Section 2(f), beneficial ownership shall be calculated in accordance with Section 13(d9.90%) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership aggregate number of shares of Voting Common Stock outstanding (the “Maximum Number“). The Maximum Number shall automatically increase or decrease as the number of shares of Common Stock outstanding increases or decreases such that such person the Maximum Number shall continue to equal nine and nine tenths percent (9.90%) of the aggregate number of shares of Common Stock outstanding. Unless expressly waived in writing by Xxxxxxxx, the Company shall deliver to Xxxxxxxx on or group has before the right to acquire regardless tenth (10th) day of when such right is first exercisableeach calendar month commencing April 10, 2011 a notice (an “Outstanding Share Notice“) stating the aggregate number of shares of Common Stock outstanding as of the last day of the preceding month and the increase (an “Increase“) or decrease (a “Decrease“), it being acknowledged by such Holder that if any, in the Holder does not have aggregate number of shares of Common Stock from the right to acquire Warrant Shares number of shares reported on the preceding Outstanding Share Notice (or, in excess the case of the Beneficial Ownership Limitationfirst Outstanding Share Notice, the number of shares of Common Stock outstanding as reported in Section 4(m)). To ensure compliance with this restriction, each Holder will The Maximum Number shall also be deemed to represent increased on the sixty-fifth (65th) day after Xxxxxxxx delivers a written notice (a “65-Day Notice“) to the Company each designating a greater Maximum Number. A 65-Day Notice may be given by Xxxxxxxx at any time it delivers and from time to time on one or more occurrences. Any shares of Common Stock or other consideration (in the form of cash, securities or other assets per share of Common Stock issuable to a Notice holder of Exercise shares of Common Stock in connection with a Fundamental Transaction (as defined in the Warrant)) that such Notice would have been issued to Xxxxxxxx under this Agreement or to FFLP upon exercise of Exercise has not violated the restrictions set forth Warrant but for one or more of the limitations contained in this section. For purposes of this Section 2(f), in determining the number of outstanding shares of Voting Stock, a Holder may rely on the number of outstanding shares of Voting Stock as stated in the most recent of the following: (i) the Company’s most recent periodic 6 shall be deferred and shall be delivered to Xxxxxxxx or annual report filed with the CommissionFFLP, as the case may be, promptly and in any event no later than three (ii3) a more recent public announcement Business Days after the date such limitations cease to restrict the issuance of such shares (whether due to an increase in the Maximum Number so as to permit such issuance, the disposition by Xxxxxxxx or FIL, as the Company or (iii) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number case may be, of shares of Voting Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall promptly confirm orally and in writing to such Holder the number of votes represented by the Voting Stock then outstanding. In any case, the total voting power of the outstanding shares of Voting Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrant, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitationother reason).

Beneficial Ownership Limitation. The Company Corporation shall not effect any exercise conversion of this Warrantthe Preferred Stock, and a Holder shall not have the right to exercise convert any portion of this Warrantthe Preferred Stock, to the extent that, after giving effect to the exercise conversion set forth on the applicable Notice of ExerciseConversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s AffiliatesAffiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(f6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder thereunder. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (except that in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a person or group Notice of Conversion shall be deemed to have beneficial ownership be such Holder’s determination of whether the shares of Voting Preferred Stock that such person or group has the right may be converted (in relation to acquire regardless of when such right is first exercisable), it being acknowledged other securities owned by such Holder that together with any Affiliates and Attribution Parties) and how many shares of the Holder does not have the right Preferred Stock are convertible, in each case subject to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company Corporation each time it delivers a Notice of Exercise Conversion that such Notice of Exercise Conversion has not violated the restrictions set forth in this sectionparagraph and the Corporation 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(f6(d), in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (i) the CompanyCorporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company Corporation or (iii) a more recent written notice by the Company Corporation or the Company’s Transfer Agent setting forth the number of shares of Voting Common Stock outstanding. Upon the written or oral request (which may be via email) of a Holder, the Company Corporation shall promptly within one Trading Day confirm orally and in writing to such Holder the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the conversion or exercise of securities of the CompanyCorporation, including the WarrantPreferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Voting Common Stock was reported. The “Beneficial Ownership Limitation” shall be 34.04.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise shares of Common Stock issuable pursuant upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable Notice to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of Exercisethe number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this section paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f6(d) to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

Beneficial Ownership Limitation. The Company Corporation shall not effect any exercise conversion of this WarrantSeries B Preferred Shares, and a Holder shall not have the right to exercise convert any portion of this Warrantthe Series B Preferred Shares, to the extent that, after giving effect to the exercise conversion set forth on the applicable Notice of ExerciseConversion, such Holder (together with such Holder’s Affiliatesaffiliates, and any Persons other person or entity acting as a group together with such Holder or any of such Holder’s Affiliatesaffiliates) would beneficially own in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by such Holder and its affiliates shall include the number of Common Shares issuable upon conversion of the Series B Preferred Shares with respect to which such determination is being made, but shall exclude the number of Common Shares which are issuable upon (A) conversion of the remaining, unconverted Series B Preferred Shares beneficially owned by such Holder or any of its affiliates, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including any warrants) beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(f5.4(3), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder thereunder. To the extent that the limitation contained in this Section 5.4(3) applies, the determination of whether the Series B Preferred Shares are convertible (except that in relation to other securities owned by such Holder together with any affiliates) and of how many Series B Preferred Shares are convertible shall be in the sole discretion of such Holder, and the submission of a person or group Notice of Conversion shall be deemed to have beneficial ownership be such Holder’s determination of shares of Voting Stock that such person or group has whether the right Series B Preferred Shares may be converted (in relation to acquire regardless of when such right is first exercisable), it being acknowledged other securities owned by such Holder that the Holder does not have the right together with any affiliates) and how many Series B Preferred Shares are convertible, in each case subject to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company Corporation each time it he or she delivers a Notice of Exercise Conversion that such Notice of Exercise Conversion has not violated the restrictions set forth in this sectionSection 5.4(3)and the Corporation 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 Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. For purposes of this Section 2(f5.4(3), in determining the number of outstanding shares of Voting StockCommon Shares, a Holder may rely on the number of outstanding shares of Voting Stock Common Shares as stated in the most recent of the following: (iA) the CompanyCorporation’s most recent periodic or annual report filed filing with the Securities and Exchange Commission, as the case may be, (iiB) a more recent public announcement by the Company Corporation or (iiiC) a more recent written notice by the Company Corporation or the CompanyCorporation’s Transfer Agent transfer agent setting forth the number of shares of Voting Stock Common Shares outstanding. Upon the written or oral request of a Holder, the Company Corporation shall promptly within two (2) Trading Days confirm orally and in writing to such Holder the number of votes represented by the Voting Stock Common Shares then outstanding. In any case, the total voting power number of the outstanding shares of Voting Stock Common Shares shall be determined after giving effect to the conversion or exercise of securities of the CompanyCorporation, including the WarrantSeries B Preferred Shares, by such Holder or its Affiliates affiliates since the date as of which such number of outstanding shares of Voting Stock Common Shares was reported. The “A Holder, upon not less than 61 days’ prior notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation” shall Limitation applicable to his or her Series B Preferred Shares. Any such increase or decrease will not be 34.0% of effective until the total number of votes represented by the Voting Stock outstanding immediately 61st day after giving effect such notice is delivered to the issuance of Warrant Shares otherwise issuable pursuant Corporations and shall only apply to the applicable Notice of Exercisesuch Holder and no other Holder. The provisions of this section Section 5.4(3) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f5.4(3) to correct this section paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this Section 5.4(3) shall apply to a successor holder of Series B Preferred Shares.

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, the Corporation shall not effect any exercise conversion of this Warrantthe Series C Preferred Stock, and a Holder shall not have the right to exercise convert any portion of this Warrantthe Series C Preferred Stock, to the extent that, after giving effect to the exercise an attempted conversion set forth on the an applicable Notice of ExerciseConversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together other Person whose beneficial ownership of Common Stock would be aggregated with such Holder or any of such the Holder’s Affiliatesfor purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Series C Preferred Stock subject to the Notice of Conversion with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted Series C Preferred Stock beneficially owned by such Holder or any of its Attribution Parties, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including any warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to a limitation on conversion or exercise similar to the limitation contained herein. For purposes of this Section 2(f6(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and applicable regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group the Commission. In addition, for purposes hereof, “group” has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions meaning set forth in this sectionSection 13(d) of the Exchange Act and the applicable regulations of the Commission. For purposes of this Section 2(f6(c), in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (iA) the CompanyCorporation’s most recent periodic or annual report filed filing with the Commission, as the case may be, (iiB) a more recent public announcement by the Company Corporation that is filed with the Commission, or (iiiC) a more recent written notice by the Company Corporation or the CompanyCorporation’s Transfer Agent transfer agent to the Holder setting forth the number of shares of Voting Common Stock then outstanding. Upon the written or oral request of a HolderHolder (which may be by email), the Company shall promptly Corporation shall, within three (3) Trading Days thereof, confirm orally and in writing to such Holder (which may be via email) the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the any actual conversion or exercise of securities of the CompanyCorporation, including the Warrantshares of Series C Preferred Stock, by such Holder or its Affiliates Attribution Parties since the date as of which such number of outstanding shares of Voting Common Stock was reportedlast publicly reported or confirmed to the Holder. The “Beneficial Ownership Limitation” shall be 34.09.99% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable shares of Common Stock pursuant to the applicable such Notice of ExerciseConversion (to the extent permitted pursuant to this Section 6(c)). The provisions of this section Corporation shall be construed and implemented entitled to rely on representations made to it by the Holder in a manner otherwise than in strict conformity with the terms any Notice of this Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Conversion regarding its Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitationLimitation.

Beneficial Ownership Limitation. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, Notwithstanding anything to the extent thatcontrary in this Indenture or the Notes, after giving effect but subject to the exercise set forth on the applicable Notice of Exercise, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation. For purposes last paragraph of this Section 2(f)5.09, beneficial ownership shall no shares of Common Stock will be calculated issued or delivered upon conversion of any Note, and no Note will be convertible by the Holder thereof, in accordance with each case to the extent, and only to the extent, that such issuance, delivery, conversion or convertibility would result in such Holder, or a “person” or “group” (within the meaning of Section 13(d13(d)(3) of the Exchange Act and the rules and regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares Act) beneficially owning in excess of nine and ninety-nine-one-hundredths percent (9.99%) of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice then-outstanding shares of Exercise that such Notice of Exercise has not violated Common Stock (the restrictions set forth in this sectionsentence, the “Ownership Limitation”). For purposes these purposes, beneficial ownership and calculations of percentage ownership will be determined in accordance with Rule 13d-3 under the Exchange Act. For the avoidance of doubt, nothing in this Section 2(f)5.09 will affect the Company’s ability to elect any Settlement Method in accordance with this Indenture. If any Conversion Consideration otherwise due upon the conversion of any Note is not delivered as a result of the Ownership Limitation, in determining then the number Company’s obligation to deliver such Conversion Consideration will not be extinguished, and the Company will deliver such Conversion Consideration as soon as reasonably practicable after the Holder of outstanding such Note provides written confirmation to the Company that such delivery will not contravene the Ownership Limitation. Any purported delivery of shares of Voting StockCommon Stock upon conversion of any Note will be void and have no effect to the extent, and only to the extent, that such delivery would contravene the Ownership Limitation. The satisfaction, by a Holder may rely on the number of outstanding shares of Voting Stock as stated in the most recent any Note, of the following: requirements set forth in Section 5.02(A) to convert such Note will be deemed to be a representation, by such Holder to the Company, that the settlement of such conversion in full (assuming Physical Settlement and without regard to this Section 5.09) will not contravene the Ownership Limitation. Upon the occurrence of a Common Stock Change Event, (i) the Company’s most recent periodic or annual report filed with Ownership Limitation and this Section 5.09 will thereafter apply as if each reference to “Common Stock” in this Section 5.09 were instead a reference to the Commissioncommon equity (including depositary receipts representing common equity), as if any, forming part of the case may be, Reference Property of such Common Stock Change Event; and (ii) a more recent public announcement by if such Reference Property includes no such common equity or depositary receipts, then the Company or (iii) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Voting Stock outstanding. Upon the written or oral request of a Holder, the Company shall promptly confirm orally Ownership Limitation and in writing to such Holder the number of votes represented by the Voting Stock then outstanding. In any case, the total voting power of the outstanding shares of Voting Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrant, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Voting Stock was reported. The “Beneficial Ownership Limitation” shall be 34.0% of the total number of votes represented by the Voting Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable pursuant to the applicable Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(f) 5.09 will thereafter cease to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitationapply.

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, the Corporation shall not effect any exercise conversion of this Warrantthe Series Z Preferred Stock, and a Holder shall not have the right to exercise convert any portion of this Warrantthe Series Z Preferred Stock, to the extent that, after giving effect to the exercise an attempted conversion set forth on the an applicable Notice of ExerciseConversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together other Person whose beneficial ownership of Common Stock would be aggregated with such Holder or any of such the Holder’s Affiliatesfor purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Series Z Preferred Stock subject to the Notice of Conversion with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted Series Z Preferred Stock beneficially owned by such Holder or any of its Attribution Parties, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including any warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to a limitation on conversion or exercise similar to the limitation contained herein. For purposes of this Section 2(f6(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and applicable regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group the Commission. In addition, for purposes hereof, “group” has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions meaning set forth in this sectionSection 13(d) of the Exchange Act and the applicable regulations of the Commission. For purposes of this Section 2(f6(c), in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (iA) the CompanyCorporation’s most recent periodic or annual report filed filing with the Commission, as the case may be, (iiB) a more recent public announcement by the Company Corporation that is filed with the Commission, or (iiiC) a more recent written notice by the Company Corporation or the CompanyCorporation’s Transfer Agent transfer agent to the Holder setting forth the number of shares of Voting Common Stock then outstanding. Upon the written or oral request of a HolderHolder (which may be by email with confirmation), the Company shall promptly Corporation shall, within three (3) Trading Days thereof, confirm orally and in writing to such Holder (which may be via email) the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the any actual conversion or exercise of securities of the CompanyCorporation, including the Warrantshares of Series Z Preferred Stock, by such Holder or its Affiliates Attribution Parties since the date as of which such number of outstanding shares of Voting Common Stock was reportedlast publicly reported or confirmed to the Holder. The “Beneficial Ownership Limitation” shall be 34.019.99% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable shares of Common Stock pursuant to the applicable such Notice of Exercise. The provisions of this section shall be construed and implemented in a manner otherwise than in strict conformity with Conversion (to the terms of extent permitted pursuant to this Section 2(f) 6(c)), provided that a Holder may, upon providing written notice to correct this section (the Corporation, elect to increase or any portion hereof) which may be defective or inconsistent with decrease the intended Beneficial Ownership Limitation contained herein or (not to make changes or supplements necessary or desirable exceed the limits under Nasdaq Marketplace Rule 5635(b), to properly give effect the extent then applicable), with any increase to be effective only after 61 days from delivery of such limitationnotice to the Corporation. The Corporation shall be entitled to rely on representations made to it by the Holder in any Notice of Conversion regarding its Beneficial Ownership Limitation.

Beneficial Ownership Limitation. The Company Notwithstanding anything herein to the contrary, the Corporation shall not effect any exercise conversion of this Warrantthe Series A Preferred Stock, and a Holder shall not have the right to exercise convert any portion of this Warrantthe Series A Preferred Stock, to the extent that, after giving effect to the exercise an attempted conversion set forth on the an applicable Notice of ExerciseConversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together other Person whose beneficial ownership of Common Stock would be aggregated with such Holder or any of such the Holder’s Affiliatesfor purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership LimitationLimitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock subject to the Notice of Conversion with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted Series A Preferred Stock beneficially owned by such Holder or any of its Attribution Parties, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including any warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to a limitation on conversion or exercise similar to the limitation contained herein. For purposes of this Section 2(f6(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and applicable regulations promulgated thereunder (except that a person or group shall be deemed to have beneficial ownership of shares of Voting Stock that such person or group the Commission. In addition, for purposes hereof, “group” has the right to acquire regardless of when such right is first exercisable), it being acknowledged by such Holder that the Holder does not have the right to acquire Warrant Shares in excess of the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions meaning set forth in this sectionSection 13(d) of the Exchange Act and the applicable regulations of the Commission. For purposes of this Section 2(f6(c), in determining the number of outstanding shares of Voting Common Stock, a Holder may rely on the number of outstanding shares of Voting Common Stock as stated in the most recent of the following: (iA) the CompanyCorporation’s most recent periodic or annual report filed filing with the Commission, as the case may be, (iiB) a more recent public announcement by the Company Corporation that is filed with the Commission, or (iiiC) a more recent written notice by the Company Corporation or the CompanyCorporation’s Transfer Agent transfer agent to the Holder setting forth the number of shares of Voting Common Stock then outstanding. Upon the written or oral request of a HolderHolder (which may be by email), the Company shall promptly Corporation shall, within three (3) Trading Days thereof, confirm orally and in writing to such Holder (which may be via email) the number of votes represented by the Voting shares of Common Stock then outstanding. In any case, the total voting power number of the outstanding shares of Voting Common Stock shall be determined after giving effect to the any actual conversion or exercise of securities of the CompanyCorporation, including the Warrantshares of Series A Preferred Stock, by such Holder or its Affiliates Attribution Parties since the date as of which such number of outstanding shares of Voting Common Stock was reportedlast publicly reported or confirmed to the Holder. The “Beneficial Ownership Limitation” shall be 34.0means 19.99% of the total number of votes represented by shares of the Voting Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares otherwise issuable shares of Common Stock pursuant to the applicable such Notice of ExerciseConversion (to the extent permitted pursuant to this Section 6(c)). The provisions of this section Corporation shall be construed and implemented entitled to rely on representations made to it by the Holder in a manner otherwise than in strict conformity with the terms any Notice of this Section 2(f) to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Conversion regarding its Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitationLimitation.