Common use of Blocker Clause in Contracts

Blocker. Notwithstanding anything to the contrary contained herein, Seneca shall not deliver Exchange Shares issued in exchange of Preferred Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Preferred Shares, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer together with its other Attribution Parties (as defined in the Warrants) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer's signature page attached hereto (the "Maximum Percentage") of the number of shares of Seneca Common Stock outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of shares of Seneca Common Stock beneficially owned by such Buyer and the other Attribution Parties shall include the number of shares of Seneca Common Stock held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Preferred Shares delivered to such Buyer pursuant to Section 1hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Seneca Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of Seneca beneficially owned by such Buyer or any of the other Attribution Parties (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. For purposes of this Section 1(c)(v), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). For purposes of determining the number of outstanding shares of Seneca Common Stock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding shares of Seneca Common Stock as reflected in (1) Seneca's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by Seneca or (3) any other written notice by Seneca or the Transfer Agent setting forth the number of shares of Seneca Common Stock outstanding (the "Reported Outstanding Share Number"). If Seneca receives a Capacity Notice from such Buyer at a time when the actual number of outstanding shares of Seneca Common Stock is less than the Reported Outstanding Share Number, Seneca shall promptly notify the Buyers in writing of the number of shares of Seneca Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer's beneficial ownership, as determined pursuant to this Section 1(c)(v), to exceed the Maximum Percentage, such Buyer must notify Seneca of a reduced number of Exchange Shares issued in exchange of Preferred Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, Seneca shall within one (1) Business Day (as defined below) confirm in writing or by electronic mail to such Buyer the number of shares of Seneca Common Stock then outstanding. In any case, the number of outstanding shares of Seneca Common Stock shall be determined after giving effect to the conversion or exercise of securities of Seneca, including the Warrants held by each Buyer and the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Preferred Shares to such Buyer results in such Buyer 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 Seneca Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer's and the other Attribution Parties' aggregate beneficial ownership exceeds the Maximum Percentage (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer's right to receive Exchange Shares issued in exchange of Preferred Shares is limited, in whole or in part, by this Section 1(c)(v), all such Exchange Shares issued in exchange of Preferred Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Closing Date and such time as such Buyer notifies Seneca that its right thereto would not result in such Buyer exceeding the Maximum Percentage and Seneca shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Preferred Shares. Upon delivery of a written notice to Seneca, each Buyer may from time to time increase 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 sixty-first (61st) day after such notice is delivered to Seneca and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Preferred Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v) 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 of such Buyer. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter-in-place", "non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, Seneca Histogenics shall not deliver Exchange Shares issued in exchange of Preferred Additional Common Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Preferred Additional Common Shares, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer together with its other Attribution Parties (as defined in the Warrants) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer's ’s signature page attached hereto (the "“Maximum Percentage"”) of the number of shares of Seneca Histogenics Common Stock outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of shares of Seneca Histogenics Common Stock beneficially owned by such Buyer and the other Attribution Parties shall include the number of shares of Seneca Histogenics Common Stock held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Preferred Additional Common Shares delivered to such Buyer pursuant to Section 1hereof 1(c) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Seneca Histogenics Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of Seneca Histogenics beneficially owned by such Buyer or any of the other Attribution Parties (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. For purposes of this Section 1(c)(v1(c)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "“1934 Act"”). For purposes of determining the number of outstanding shares of Seneca Histogenics Common Stock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding shares of Seneca Histogenics Common Stock as reflected in (1) Seneca's Histogenics’ most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by Seneca Histogenics or (3) any other written notice by Seneca Histogenics or the Transfer Agent setting forth the number of shares of Seneca Histogenics Common Stock outstanding (the "“Reported Outstanding Share Number"”). If Seneca at any time Histogenics receives a Capacity Notice from such Buyer at a time when the actual number of outstanding shares of Seneca Histogenics Common Stock is less than the Reported Outstanding Share Number, Seneca Histogenics shall promptly notify the Buyers in writing of the number of shares of Seneca Histogenics Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer's ’s beneficial ownership, as determined pursuant to this Section 1(c)(v1(c)(iv), to exceed the Maximum Percentage, such Buyer must notify Seneca Histogenics of a reduced number of Exchange Shares issued in exchange of Preferred Additional Common Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, Seneca Histogenics shall within one two (12) Business Day (as defined below) Days confirm orally and in writing or by electronic mail to such Buyer the number of shares of Seneca Histogenics Common Stock then outstanding. In any case, the number of outstanding shares of Seneca Histogenics Common Stock shall be determined after giving effect to the conversion or exercise of securities of SenecaHistogenics, including the Warrants held by each Buyer and the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Preferred Additional Common Shares to such Buyer results in such Buyer 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 Seneca Histogenics Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer's ’s and the other Attribution Parties' ’ aggregate beneficial ownership exceeds the Maximum Percentage (the "“Excess Shares"”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer's ’s right to receive Exchange Shares issued in exchange of Preferred Additional Common Shares is limited, in whole or in part, by this Section 1(c)(v1(c)(iv), all such Exchange Shares issued in exchange of Preferred Additional Common Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Closing Date and such time as such Buyer notifies Seneca Histogenics that its right thereto would not result in such Buyer exceeding the Maximum Percentage and Seneca Histogenics shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Preferred Additional Common Shares. Upon delivery of a written notice to SenecaHistogenics, each Buyer may from time to time increase 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 sixty-first (61st) day after such notice is delivered to Seneca Histogenics and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Preferred Additional Common Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v1(c)(iv) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v1(c)(iv) 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 of such Buyer. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter-in-place", "non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, Seneca Rexahn shall not deliver Exchange Shares issued in exchange of Preferred Additional Common Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Preferred Additional Common Shares, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer together with its other Attribution Parties (as defined in the Warrants) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer's ’s signature page attached hereto (the "“Maximum Percentage"”) of the number of shares of Seneca Rexahn Common Stock outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of shares of Seneca Rexahn Common Stock beneficially owned by such Buyer and the other Attribution Parties shall include the number of shares of Seneca Rexahn Common Stock held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Preferred Additional Common Shares delivered to such Buyer pursuant to Section 1hereof 1(c) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Seneca Rexahn Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of Seneca Rexahn beneficially owned by such Buyer or any of the other Attribution Parties (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. For purposes of this Section 1(c)(v1(c)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "“1934 Act"”). For purposes of determining the number of outstanding shares of Seneca Rexahn Common Stock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding shares of Seneca Rexahn Common Stock as reflected in (1) Seneca's Rexahn’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by Seneca Rexahn or (3) any other written notice by Seneca Rexahn or the Transfer Agent setting forth the number of shares of Seneca Rexahn Common Stock outstanding (the "“Reported Outstanding Share Number"”). If Seneca Rexahn receives a Capacity Notice from such Buyer at a time when the actual number of outstanding shares of Seneca Rexahn Common Stock is less than the Reported Outstanding Share Number, Seneca Rexahn shall promptly notify the Buyers in writing of the number of shares of Seneca Rexahn Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer's ’s beneficial ownership, as determined pursuant to this Section 1(c)(v1(c)(iv), to exceed the Maximum Percentage, such Buyer must notify Seneca Rexahn of a reduced number of Exchange Shares issued in exchange of Preferred Additional Common Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, Seneca Rexahn shall within one (1) Business Day (as defined below) confirm in writing or by electronic mail to such Buyer the number of shares of Seneca Rexahn Common Stock then outstanding. In any case, the number of outstanding shares of Seneca Rexahn Common Stock shall be determined after giving effect to the conversion or exercise of securities of SenecaRexahn, including the Warrants held by each Buyer and the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Preferred Additional Common Shares to such Buyer results in such Buyer 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 Seneca Rexahn Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer's ’s and the other Attribution Parties' ’ aggregate beneficial ownership exceeds the Maximum Percentage (the "“Excess Shares"”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer's ’s right to receive Exchange Shares issued in exchange of Preferred Additional Common Shares is limited, in whole or in part, by this Section 1(c)(v1(c)(iv), all such Exchange Shares issued in exchange of Preferred Additional Common Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Closing Date and such time as such Buyer notifies Seneca Rexahn that its right thereto would not result in such Buyer exceeding the Maximum Percentage and Seneca Rexahn shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Preferred Additional Common Shares. Upon delivery of a written notice to SenecaRexahn, each Buyer may from time to time increase 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 sixty-first (61st) day after such notice is delivered to Seneca Rexahn and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Preferred Additional Common Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v1(c)(iv) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v1(c)(iv) 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 of such Buyer. As used herein, "“Business Day" ” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter-in-place", "non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, Seneca Chanticleer shall not deliver Exchange Shares issued in exchange of Preferred Additional Common Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Preferred Additional Common Shares, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer together with its other Attribution Parties (as defined in the Warrants) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer's ’s signature page attached hereto (the "“Maximum Percentage"”) of the number of shares of Seneca Chanticleer Common Stock outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of shares of Seneca Chanticleer Common Stock beneficially owned by such Buyer and the other Attribution Parties shall include the number of shares of Seneca Chanticleer Common Stock held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Preferred Additional Common Shares delivered to such Buyer pursuant to Section 1hereof 1(c) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Seneca Chanticleer Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of Seneca Chanticleer beneficially owned by such Buyer or any of the other Attribution Parties (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. For purposes of this Section 1(c)(v1(c)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "“1934 Act"”). For purposes of determining the number of outstanding shares of Seneca Chanticleer Common Stock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding shares of Seneca Chanticleer Common Stock as reflected in (1) Seneca's Chanticleer’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by Seneca Chanticleer or (3) any other written notice by Seneca Chanticleer or the Transfer Agent setting forth the number of shares of Seneca Chanticleer Common Stock outstanding (the "“Reported Outstanding Share Number"”). If Seneca Chanticleer receives a Capacity Notice from such Buyer at a time when the actual number of outstanding shares of Seneca Chanticleer Common Stock is less than the Reported Outstanding Share Number, Seneca Chanticleer shall promptly notify the Buyers in writing of the number of shares of Seneca Chanticleer Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer's ’s beneficial ownership, as determined pursuant to this Section 1(c)(v1(c)(iv), to exceed the Maximum Percentage, such Buyer must notify Seneca Chanticleer of a reduced number of Exchange Shares issued in exchange of Preferred Additional Common Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, Seneca Chanticleer shall within one (1) Business Day (as defined below) confirm in writing or by electronic mail to such Buyer the number of shares of Seneca Chanticleer Common Stock then outstanding. In any case, the number of outstanding shares of Seneca Chanticleer Common Stock shall be determined after giving effect to the conversion or exercise of securities of SenecaChanticleer, including the Warrants held by each Buyer and the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Preferred Additional Common Shares to such Buyer results in such Buyer 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 Seneca Chanticleer Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer's ’s and the other Attribution Parties' ’ aggregate beneficial ownership exceeds the Maximum Percentage (the "“Excess Shares"”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer's ’s right to receive Exchange Shares issued in exchange of Preferred Additional Common Shares is limited, in whole or in part, by this Section 1(c)(v1(c)(iv), all such Exchange Shares issued in exchange of Preferred Additional Common Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Closing Date and such time as such Buyer notifies Seneca Chanticleer that its right thereto would not result in such Buyer exceeding the Maximum Percentage and Seneca Chanticleer shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Preferred Additional Common Shares. Upon delivery of a written notice to SenecaChanticleer, each Buyer may from time to time increase 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 sixty-first (61st) day after such notice is delivered to Seneca Chanticleer and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Preferred Additional Common Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v1(c)(iv) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v1(c)(iv) 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 of such Buyer. As used herein, "“Business Day" ” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter-in-place", "non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, Seneca Rexahn shall not deliver Exchange Shares issued in exchange of Preferred Additional Common Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Preferred Additional Common Shares, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer together with its other Attribution Parties (as defined in the Warrants) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer's signature page attached hereto (the "Maximum Percentage") of the number of shares of Seneca Rexahn Common Stock outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of shares of Seneca Rexahn Common Stock beneficially owned by such Buyer and the other Attribution Parties shall include the number of shares of Seneca Rexahn Common Stock held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Preferred Additional Common Shares delivered to such Buyer pursuant to Section 1hereof 1(c) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Seneca Rexahn Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of Seneca Rexahn beneficially owned by such Buyer or any of the other Attribution Parties (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. For purposes of this Section 1(c)(v1(c)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). For purposes of determining the number of outstanding shares of Seneca Rexahn Common Stock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding shares of Seneca Rexahn Common Stock as reflected in (1) SenecaRexahn's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by Seneca Rexahn or (3) any other written notice by Seneca Rexahn or the Transfer Agent setting forth the number of shares of Seneca Rexahn Common Stock outstanding (the "Reported Outstanding Share Number"). If Seneca Rexahn receives a Capacity Notice from such Buyer at a time when the actual number of outstanding shares of Seneca Rexahn Common Stock is less than the Reported Outstanding Share Number, Seneca Rexahn shall promptly notify the Buyers in writing of the number of shares of Seneca Rexahn Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer's beneficial ownership, as determined pursuant to this Section 1(c)(v1(c)(iv), to exceed the Maximum Percentage, such Buyer must notify Seneca Rexahn of a reduced number of Exchange Shares issued in exchange of Preferred Additional Common Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, Seneca Rexahn shall within one (1) Business Day (as defined below) confirm in writing or by electronic mail to such Buyer the number of shares of Seneca Rexahn Common Stock then outstanding. In any case, the number of outstanding shares of Seneca Rexahn Common Stock shall be determined after giving effect to the conversion or exercise of securities of SenecaRexahn, including the Warrants held by each Buyer and the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Preferred Additional Common Shares to such Buyer results in such Buyer 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 Seneca Rexahn Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer's and the other Attribution Parties' aggregate beneficial ownership exceeds the Maximum Percentage (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer's right to receive Exchange Shares issued in exchange of Preferred Additional Common Shares is limited, in whole or in part, by this Section 1(c)(v1(c)(iv), all such Exchange Shares issued in exchange of Preferred Additional Common Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Closing Date and such time as such Buyer notifies Seneca Rexahn that its right thereto would not result in such Buyer exceeding the Maximum Percentage and Seneca Rexahn shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Preferred Additional Common Shares. Upon delivery of a written notice to SenecaRexahn, each Buyer may from time to time increase 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 sixty-first (61st) day after such notice is delivered to Seneca Rexahn and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Preferred Additional Common Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v1(c)(iv) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v1(c)(iv) 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 of such Buyer. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter-in-place", "non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, Seneca PublicCo shall not deliver Exchange Shares issued in exchange of Preferred Purchased Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Preferred Purchased Shares, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer together with its other Attribution Parties (as defined in the Warrants) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer's ’s signature page attached hereto (the "“Maximum Percentage"”) of the number of shares of Seneca Common Stock PublicCo Ordinary Shares outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of shares of Seneca Common Stock PublicCo Ordinary Shares beneficially owned by such Buyer and the other Attribution Parties shall include the number of shares of Seneca Common Stock PublicCo Ordinary Shares (including, without limitation, any PublicCo Ordinary Shares underlying the ADSs) held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Preferred Purchased Shares delivered to such Buyer pursuant to Section 1hereof 1 hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares PublicCo Ordinary Shares (including, for the avoidance of Seneca Common Stock doubt, any PublicCo Ordinary Shares underlying the ADSs) which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of Seneca PublicCo beneficially owned by such Buyer or any of the other Attribution Parties (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. For purposes of this Section 1(c)(v), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "“1934 Act"”). For purposes of determining the number of outstanding shares of Seneca Common Stock PublicCo Ordinary Shares that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding shares of Seneca Common Stock PublicCo Ordinary Shares as reflected in (1) Seneca's PublicCo’s most recent Annual Report on Form 1020-KF, Quarterly Report of Foreign Issuer on Form 10-Q, Current Report on Form 86-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by Seneca PublicCo or (3) any other written notice by Seneca PublicCo or the Transfer Agent setting forth the number of shares of Seneca Common Stock PublicCo Ordinary Shares outstanding (the "“Reported Outstanding Share Number"”). If Seneca PublicCo receives a Capacity Notice from such Buyer at a time when the actual number of outstanding shares of Seneca Common Stock PublicCo Ordinary Shares is less than the Reported Outstanding Share Number, Seneca PublicCo shall promptly notify the Buyers in writing of the number of shares of Seneca Common Stock PublicCo Ordinary Shares then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer's ’s beneficial ownership, as determined pursuant to this Section 1(c)(v), to exceed the Maximum Percentage, such Buyer must notify Seneca PublicCo of a reduced number of Exchange Shares issued in exchange of Preferred Purchased Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, Seneca PublicCo shall within one (1) Business Day (as defined below) confirm in writing or by electronic mail to such Buyer the number of shares of Seneca Common Stock PublicCo Ordinary Shares then outstanding. In any case, the number of outstanding shares of Seneca Common Stock PublicCo Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of SenecaPublicCo, including the Warrants held by each Buyer and the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Preferred Purchased Shares to such Buyer results in such Buyer 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 Seneca Common Stock PublicCo Ordinary Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer's ’s and the other Attribution Parties' ’ aggregate beneficial ownership exceeds the Maximum Percentage (the "“Excess Shares"”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer's ’s right to receive Exchange Shares issued in exchange of Preferred Purchased Shares is limited, in whole or in part, by this Section 1(c)(v), all such Exchange Shares issued in exchange of Preferred Purchased Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Shares Closing Date and such time as such Buyer notifies Seneca PublicCo that its right thereto would not result in such Buyer exceeding the Maximum Percentage and Seneca PublicCo shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Preferred Purchased Shares. Upon delivery of a written notice to SenecaPublicCo, each Buyer may from time to time increase 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 sixty-first (61st) day after such notice is delivered to Seneca PublicCo and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Preferred Purchased Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v) 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 of such Buyer. As used herein, "“Business Day" ” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "“stay at home"”, "“shelter-in-place"”, "“non-essential employee" ” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, Seneca Apricus shall not deliver Exchange Shares issued in exchange of Preferred Additional Common Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Preferred Additional Common Shares, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer together with its other Attribution Parties (as defined in the Warrants) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer's signature page attached hereto (the "Maximum Percentage") of the number of shares of Seneca Apricus Common Stock outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of shares of Seneca Apricus Common Stock beneficially owned by such Buyer and the other Attribution Parties shall include the number of shares of Seneca Apricus Common Stock held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Preferred Additional Common Shares delivered to such Buyer pursuant to Section 1hereof 1(c) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Seneca Apricus Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of Seneca Apricus beneficially owned by such Buyer or any of the other Attribution Parties (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. For purposes of this Section 1(c)(v1(c)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). For purposes of determining the number of outstanding shares of Seneca Apricus Common Stock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding shares of Seneca Apricus Common Stock as reflected in (1) Seneca's Apricus' most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form Exhibit 10.1 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by Seneca Apricus or (3) any other written notice by Seneca Apricus or the Transfer Agent setting forth the number of shares of Seneca Apricus Common Stock outstanding (the "Reported Outstanding Share Number"). If Seneca at any time Apricus receives a Capacity Notice from such Buyer at a time when the actual number of outstanding shares of Seneca Apricus Common Stock is less than the Reported Outstanding Share Number, Seneca Apricus shall promptly notify the Buyers in writing of the number of shares of Seneca Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer's beneficial ownership, as determined pursuant to this Section 1(c)(v1(c)(iv), to exceed the Maximum Percentage, such Buyer must notify Seneca Apricus of a reduced number of Exchange Shares issued in exchange of Preferred Additional Common Shares to be delivered pursuant to such Capacity NoticeNotice (the number of shares by which such purchase is reduced, the "Reduction Shares"). For any reason at any time, upon the written or oral request of a Buyer, Seneca Apricus shall within one two (12) Business Day (as defined below) Days confirm orally and in writing or by electronic mail to such Buyer the number of shares of Seneca Apricus Common Stock then outstanding. In any case, the number of outstanding shares of Seneca Apricus Common Stock shall be determined after giving effect to the conversion or exercise of securities of SenecaApricus, including the Warrants held by each Buyer and the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Preferred Additional Common Shares to such Buyer results in such Buyer 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 Seneca Apricus Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer's and the other Attribution Parties' aggregate beneficial ownership exceeds the Maximum Percentage (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer's right to receive Exchange Shares issued in exchange of Preferred Additional Common Shares is limited, in whole or in part, by this Section 1(c)(v1(c)(iv), all such Exchange Shares issued in exchange of Preferred Additional Common Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Closing Date and such time as such Buyer notifies Seneca Apricus that its right thereto would not result in such Buyer exceeding the Maximum Percentage and Seneca Apricus shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Preferred Additional Common Shares. Upon delivery of a written notice to SenecaApricus, each Buyer may from time to time increase 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 sixty-first (61st) day after such notice is delivered to Seneca Apricus and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Preferred Additional Common Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v1(c)(iv) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v1(c)(iv) 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 of such Buyer. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter-in-place", "non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, Seneca BioPharmX shall not deliver Exchange Shares issued in exchange of Preferred SharesAdditional Common Units, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Preferred SharesAdditional Common Units, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer together with its other Attribution Parties (as defined in the Warrants) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer's ’s signature page attached hereto (the "“Maximum Percentage"”) of the number of shares of Seneca BioPharmX Common Stock outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of shares of Seneca BioPharmX Common Stock beneficially owned by such Buyer and the other Attribution Parties shall include the number of shares of Seneca BioPharmX Common Stock held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Preferred Shares Additional Common Units delivered to such Buyer pursuant to Section 1hereof 1(c) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Seneca BioPharmX Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of Seneca BioPharmX beneficially owned by such Buyer or any of the other Attribution Parties (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. For purposes of this Section 1(c)(v1(c)(iv), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "“1934 Act"”). For purposes of determining the number of outstanding shares of Seneca BioPharmX Common Stock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding shares of Seneca BioPharmX Common Stock as reflected in (1) Seneca's BioPharmX’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by Seneca BioPharmX or (3) any other written notice by Seneca BioPharmX or the Transfer Agent setting forth the number of shares of Seneca BioPharmX Common Stock outstanding (the "“Reported Outstanding Share Number"”). If Seneca BioPharmX receives a Capacity Notice from such Buyer at a time when the actual number of outstanding shares of Seneca BioPharmX Common Stock is less than the Reported Outstanding Share Number, Seneca BioPharmX shall promptly notify the Buyers in writing of the number of shares of Seneca BioPharmX Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer's ’s beneficial ownership, as determined pursuant to this Section 1(c)(v1(c)(iv), to exceed the Maximum Percentage, such Buyer must notify Seneca BioPharmX of a reduced number of Exchange Shares issued in exchange of Preferred Shares Additional Common Units to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, Seneca BioPharmX shall within one (1) Business Day (as defined below) confirm in writing or by electronic mail to such Buyer the number of shares of Seneca BioPharmX Common Stock then outstanding. In any case, the number of outstanding shares of Seneca BioPharmX Common Stock shall be determined after giving effect to the conversion or exercise of securities of SenecaBioPharmX, including the Warrants held by each Buyer and the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Preferred Shares Additional Common Units to such Buyer results in such Buyer 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 Seneca BioPharmX Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer's ’s and the other Attribution Parties' ’ aggregate beneficial ownership exceeds the Maximum Percentage (the "“Excess Shares"”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer's ’s right to receive Exchange Shares issued in exchange of Preferred Shares Additional Common Units is limited, in whole or in part, by this Section 1(c)(v1(c)(iv), all such Exchange Shares issued in exchange of Preferred Shares Additional Common Units that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Closing Date and such time as such Buyer notifies Seneca BioPharmX that its right thereto would not result in such Buyer exceeding the Maximum Percentage and Seneca BioPharmX shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Preferred Shares. Upon delivery of a written notice to Seneca, each Buyer may from time to time increase 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 sixty-first (61st) day after such notice is delivered to Seneca and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Preferred Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v) 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 of such Buyer. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter-in-place", "non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.event

Blocker. Notwithstanding anything to the contrary contained herein, Seneca PublicCo shall not deliver Exchange Shares issued in exchange of Preferred Purchased Shares, and no Buyer shall have the right to receive Exchange Shares issued in exchange of Preferred Purchased Shares, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer together with its other Attribution Parties (as defined in the Warrants) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer's signature page attached hereto (the "Maximum Percentage") of the number of shares of Seneca PublicCo Common Stock outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of shares of Seneca PublicCo Common Stock beneficially owned by such Buyer and the other Attribution Parties shall include the number of shares of Seneca PublicCo Common Stock held by such Buyer and all other Attribution Parties plus the number of Exchange Shares issued in exchange of Preferred Purchased Shares delivered to such Buyer pursuant to Section 1hereof 1 hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Seneca PublicCo Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of Seneca PublicCo beneficially owned by such Buyer or any of the other Attribution Parties (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. For purposes of this Section 1(c)(v), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). For purposes of determining the number of outstanding shares of Seneca PublicCo Common Stock that the Buyers may receive without exceeding the Maximum Percentage, the Buyers may rely on the number of outstanding shares of Seneca PublicCo Common Stock as reflected in (1) SenecaPublicCo's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K Q or other public filing with the SEC, as the case may be, (2) a more recent public announcement by Seneca PublicCo or (3) any other written notice by Seneca PublicCo or the Transfer Agent setting forth the number of shares of Seneca PublicCo Common Stock outstanding (the "Reported Outstanding Share Number"). If Seneca PublicCo receives a Capacity Notice from such Buyer at a time when the actual number of outstanding shares of Seneca PublicCo Common Stock is less than the Reported Outstanding Share Number, Seneca PublicCo shall promptly notify the Buyers in writing of the number of shares of Seneca PublicCo Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer's beneficial ownership, as determined pursuant to this Section 1(c)(v), to exceed the Maximum Percentage, such Buyer must notify Seneca PublicCo of a reduced number of Exchange Shares issued in exchange of Preferred Purchased Shares to be delivered pursuant to such Capacity Notice. For any reason at any time, upon the written or oral request of a Buyer, Seneca PublicCo shall within one (1) Business Day (as defined below) confirm in writing or by electronic mail to such Buyer the number of shares of Seneca PublicCo Common Stock then outstanding. In any case, the number of outstanding shares of Seneca PublicCo Common Stock shall be determined after giving effect to the conversion or exercise of securities of SenecaPublicCo, including the Warrants held by each Buyer and the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Shares issued in exchange of Preferred Purchased Shares to such Buyer results in such Buyer 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 Seneca PublicCo Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer's and the other Attribution Parties' aggregate beneficial ownership exceeds the Maximum Percentage (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer's right to receive Exchange Shares issued in exchange of Preferred Purchased Shares is limited, in whole or in part, by this Section 1(c)(v), all such Exchange Shares issued in exchange of Preferred Purchased Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent until the earlier to occur of the fifth (5th) anniversary of the Shares Closing Date and such time as such Buyer notifies Seneca PublicCo that its right thereto would not result in such Buyer exceeding the Maximum Percentage and Seneca PublicCo shall promptly but in any event within two (2) Trading Days after the delivery of such Capacity Notice deliver to such Buyer the Exchange Shares issued in exchange of such Preferred Purchased Shares. Upon delivery of a written notice to SenecaPublicCo, each Buyer may from time to time increase 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 sixty-first (61st) day after such notice is delivered to Seneca PublicCo and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Shares issued in exchange of the Preferred Purchased Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v) 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 of such Buyer. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter-in-place", "non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.

Blocker. Notwithstanding anything to the contrary contained herein, Seneca the Company shall not deliver Exchange Adjustment Shares issued in exchange of Preferred or Capacity Shares, and no Buyer shall have the right to receive Exchange Adjustment Shares issued in exchange of Preferred or Capacity Shares, and any such delivery shall be null and void and treated as if never made, to the extent that after giving effect to such delivery, such Buyer (together with its the other Attribution Parties (as defined in the WarrantsParties) would beneficially own in excess of such percentage corresponding to the checked box on such Buyer's signature page attached hereto 9.99% (the "“Maximum Percentage"”) of the number of shares of Seneca Common Stock outstanding immediately after giving effect to such delivery. For purposes of the foregoing sentence, the aggregate number of shares of Seneca Common Stock beneficially owned by such Buyer and the other Attribution Parties shall include the number of shares of Seneca Common Stock held by such Buyer and all other Attribution Parties plus the number of Exchange Adjustment Shares issued in exchange of Preferred and Capacity Shares delivered to such Buyer pursuant to Section 1hereof 1(g) hereof with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Seneca Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrants beneficially owned by such Buyer or any of the other Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of Seneca the Company beneficially owned by such Buyer or any of the other Attribution Parties (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. For purposes of this Section 1(c)(v)paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "“1934 Act"”). For purposes of determining the number of outstanding shares of Seneca Common Stock that the Buyers may receive without exceeding the Maximum PercentageStock, the Buyers may rely on the number of outstanding shares of Seneca Common Stock as reflected in (1) Seneca's the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (2) a more recent public announcement by Seneca the Company or (3) any other written notice by Seneca the Company or the Transfer Agent setting forth the number of shares of Seneca Common Stock outstanding (the "“Reported Outstanding Share Number"”). If Seneca at any time until July 9, 2015 and/or if the Company receives a Capacity Notice from such Buyer at a time when the actual number of outstanding shares of Seneca Common Stock is less than the Reported Outstanding Share Number the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, Seneca the Company shall promptly notify the Buyers in writing of the number of shares of Seneca Common Stock then outstanding and, to the extent that such Capacity Notice would otherwise cause a Buyer's beneficial ownership, as determined pursuant to this Section 1(c)(v), to exceed the Maximum Percentage, such Buyer must notify Seneca of a reduced number of Exchange Shares issued in exchange of Preferred Shares to be delivered pursuant to such Capacity Noticeoutstanding. For any reason at any time, upon the written or oral request of a Buyer, Seneca the Company shall within one (1) Business Day (as defined below) confirm orally and in writing or by electronic mail to such Buyer the number of shares of Seneca Common Stock then outstanding. In any case, the number of outstanding shares of Seneca Common Stock shall be determined after giving effect to the conversion or exercise of securities of Senecathe Company, including the Warrants Warrants, held by each Buyer and the other Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the delivery of Exchange Adjustment Shares issued in exchange of Preferred or Capacity Shares to such Buyer results in such Buyer 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 Seneca Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so delivered by which such Buyer's ’s and the other Attribution Parties' ’ aggregate beneficial ownership exceeds the Maximum Percentage (the "“Excess Shares"”) shall be deemed null and void and shall be cancelled ab initio, and such Buyer shall not have the power to vote or to transfer the Excess Shares. If a Buyer's ’s right to receive Exchange Shares issued in exchange of Preferred Adjustment Shares is limited, in whole or in part, by this Section 1(c)(v)Section, all such Exchange Shares issued in exchange of Preferred Adjustment Shares that are so limited shall be held in abeyance for the benefit of such Buyer by the Escrow Agent Company until the earlier to occur of the fifth (5th) anniversary of the Closing Date and such time time, if ever, as such Buyer notifies Seneca the Company that its right thereto would not result in such Buyer exceeding the Maximum Percentage and Seneca the Company shall promptly but in any event within two (2) Trading Days after the delivery of receiving such Capacity Notice notice issue and deliver to such Buyer the Exchange Shares issued in exchange of such Preferred Adjustment Shares. Upon delivery of a By written notice to Senecathe Company, each Buyer 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 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 sixty-first (61st) day after such notice is delivered to Seneca the Company and (ii) any such increase or decrease will apply only to such Buyer and the other Attribution Parties and not to any of the other Buyers that is not an Attribution Party of such Buyer. For purposes of clarity, the Exchange Adjustment Shares issued in exchange of the Preferred and Capacity Shares deliverable pursuant to the terms hereof in excess of the Maximum Percentage shall not be deemed to be beneficially owned by such Buyer for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c)(v1(h) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(c)(v1(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 of such Buyer. As used herein, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York, New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter-in-place", "non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York, New York generally are open for use by customers on such day.