Common use of Holder’s Exercise Limitations Clause in Contracts

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon), and the Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares pursuant to Section 3, Section 5 or otherwise, to the extent that after giving effect to such exercise as contemplated by the applicable Warrant Exercise Notice or Put Notice, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act. 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 Warrant Shares issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, (ii) exercise of the Put Option, and (iii) 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 Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 12, beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 12 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any 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 Warrant Exercise Notice or Put Notice 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 Attribution Parties) and of 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 12, in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the SEC, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of Common Shares outstanding. Upon the written request of a Holder, the Company shall within one (1) Business Day confirm in writing to the Holder the number of Common Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company Stemtech shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(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 Warrant Common Shares issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Common Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company Stemtech (including, without limitation, any other 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 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that Stemtech 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company Stemtech 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 122(e), in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) the CompanyStemtech’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company Stemtech or (C) a more recent written notice by the Company Stemtech or the Company’s Transfer Agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holder, the Company Stemtech shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of Common Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the CompanyStemtech, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder, 9.99%) of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of this Warrant. The Holder, upon notice to Stemtech, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), 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 this Warrant held by the Holder and the provisions of this Section 2(e) 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 Stemtech. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s AffiliatesAffiliates (as such term is defined under Rule 144 of the Securities Act), and any other Persons whose beneficial ownership persons acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) (such Persons, “Attribution Parties”)Affiliates), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock that are issuable upon conversion of the Warrant Shares issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares shares of Common Stock which would be issuable upon (i) exercise conversion to Common Stock of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties, and (ii) exercise of the Put Option, and (iii) 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 Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Attribution PartiesAffiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Warrant Notice of Exercise Notice or Put Notice 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 Attribution PartiesAffiliates) and of 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Day two Trading Days confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Attribution Parties Affiliates since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(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 exercise of this Warrant held by the Holder and the provisions of this Section 2(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 provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise all or any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and and) any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of shares of the Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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 determinationdetermination and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership Limitation (other than to the extent that information on the number of outstanding shares of Common Stock is provided by the Company, either directly or through one or more public filings, and relied upon by the Holder). 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 thereunderthereunder and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership Limitation (other than to the extent that information on the number of outstanding shares of Common Stock is provided by the Company, either directly or through one or more public filings, and relied upon by the Holder). For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Holder prior to the issuance of this Warrant, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of 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 2(e) 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 paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any the exercise of any portion of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 or otherwisethe terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that immediately prior to or after giving effect to such exercise as contemplated by the applicable Warrant Exercise Notice or Put Noticeexercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) (such Persons, “Attribution Parties”)), Parties collectively would beneficially own in excess of 9.9% [4.99][14.99]% (the “Maximum Percentage”) of the total number of shares of Common Shares issued and Stock outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply immediately after giving effect to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Actsuch exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and the other Attribution Parties shall include the number of Warrant Shares 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 this Warrant or Share Settled Put Exercise with respect to which the determination of such determination sentence is being made, but shall exclude the number of Warrant Shares or Put Settled Shares shares of Common Stock which would be issuable upon (iA) exercise of the remaining, nonexercised unexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or the other Attribution Parties, (ii) exercise of the Put Option, Parties and (iiiB) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Attribution Partiesin this Section 2(e). Except as set forth in the preceding sentence, for For purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of the Exchange 1934 Act, 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 1934 Act and the rules and regulations promulgated thereunderHolder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 12 2(e) 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 Warrant Exercise Notice or Put Notice 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 Attribution Parties) and of 2 Insert the date that is one year after the original issuance date. 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 1934 Act and the rules and regulations promulgated thereunder. For purposes of this Section 12Warrant, in determining the number of outstanding shares of Common SharesStock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, a the Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (Ax) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or annual report filed other public filing with the SECSecurities and Exchange Commission, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company or the Company’s Transfer Agent setting forth the number of Common Shares outstanding. Upon the written request of a Holder, the Company shall within one (1) Business Day confirm in writing to the Holder the number shares of Common Shares then outstandingStock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Warrant Notice of Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding shares of Common Shares Stock is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SECReported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Shares Stock then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with pursuant to this Section 12 2(e), to exceed the Beneficial Ownership LimitationMaximum Percentage, the Holder shall must notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares Shares. For any reason at any time, upon the written request of the Holder, the Company shall within five Business Days confirm orally and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant writing or by electronic mail to the provisions Holder the number of Section 5(c)shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its and any other Attribution Parties Party since the date as of which such the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant 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 Common Stock (as determined under Section 13(d) of the 1934 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 “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio and any portion of this Warrant so exercised shall be reinstated, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares was reportedhas been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage (not in excess of 19.99% of the issued and outstanding shares of Common Stock immediately after giving effect to the issuance of the shares of Common Stock issuable upon exercise of this Warrant if exceeding that limit would result in a change of control under Nasdaq Listing Rule 5635(b) or any successor rule) 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 and not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant 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 1934 Act. No prior inability to exercise this Warrant 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein beneficial ownership limitation contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s AffiliatesAffiliates (as defined below), and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such other Persons, “Attribution Parties”)), would beneficially own Ordinary Shares in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of Common Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Ordinary Shares issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Ordinary Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary Shares 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 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) 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 12 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding Common Ordinary Shares, a Holder may rely on the number of outstanding Common Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of Common Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of Common Ordinary Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Warrant Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.2(e)

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would cause the Attribution Parties to be in breach of the Corporations Act, including without limitation under section 606 of the Corporations Act, or would require the Attribution Parties to notify the Treasurer under the Australian Foreign Acquisitions and Takeovers Act 1975 (Cth) or the Foreign Acquisitions and Takeovers Regulation 2015 (Cth), or would result in the Attribution Parties to beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of Common Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Ordinary Shares underlying ADSs issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Ordinary Shares or Put Settled Shares underlying ADSs which would be issuable upon (i) exercise of the remaining, nonexercised unexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company (including, without limitation, any other ordinary 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 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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 determinationdetermination and shall have no liability for exercises of this Warrant that are in non-compliance with the Beneficial Ownership Limitation. 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 122(e), in determining the number of outstanding Common Ordinary Shares, a Holder may rely on the number of outstanding Common Ordinary Shares as reflected in (A) the Company’s most recent periodic Annual Report on Form 20-F, Report of Foreign Private Issuer on Form 6-K or annual report filed other public filings with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent Depositary setting forth the number of Common Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of Common Ordinary Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of the Ordinary Shares underlying the ADSs issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of ADSs upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything The Holder may notify the Company in writing in the event it elects to be subject to the contrary provisions contained hereinin this Section 2(e); however, the Holder shall not be subject to this Section 2(e) unless he, she or it makes such election. If the election is made, the Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), ) would beneficially own in excess of 4.9%, 9.9%, 19.9% of (or such other amount as the total number of shares of Common Shares issued and outstanding Holder may specify) (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act. For purposes of the foregoing sentence, the number of Common Ordinary Shares beneficially owned by the Holder and Holder, its Affiliates and Attribution Parties shall include the number of Warrant Ordinary Shares issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Ordinary Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company (including, without limitation, any other Ordinary 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 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 and, of which portion of this Warrant is exercisable up to the Beneficial Ownership Limitation shall be in the sole discretion of the Holder, and the submission of a Warrant Notice of Exercise Notice or Put Notice shall be deemed to be the Holder’s good faith 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 2 Insert the date that is one year after the original issuance date. which portion of this Warrant is exercisable, in each case case, subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determinationdetermination and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership Limitation. 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 thereunderthereunder and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrant that are not in compliance with the Beneficial Ownership Limitation. For purposes of this Section 122(e), in determining the number of outstanding Common Ordinary Shares, a Holder may rely on the number of outstanding Common Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of Common Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one two (12) Business Day Trading Days confirm in writing to the Holder the number of Common Ordinary Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Ordinary Shares was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation applicable to the Holder, provided, however, that any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the i. The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), “holds” or would “hold” (as defined for purposes of the Israeli Companies Law, 1999, as amended (the “Companies Law”) or would “beneficially own own” (as defined for purposes of Section 13(d) of the 1934 Act) in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentencecalculating “beneficial ownership” under this Section 2(e), the number of Common Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Ordinary Shares represented by ADSs issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Ordinary Shares or Put Settled Shares represented by ADSs 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other 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 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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. For purposes of this Section 2(f), “holdings” shall be calculated in accordance with the Companies Law. To the extent that the limitation contained in this Section 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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 determinationdetermination and shall have no liability for exercises of this Warrant that are in non-compliance with the Beneficial Ownership Limitation, it being understood that the Company has the right to confirm that any exercise does not result in “holdings” of the Holder exceeding the Beneficial Ownership Limitation. 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 122(e), in determining the number of outstanding Common SharesOrdinary Shares and ADSs, a Holder may rely on the number of outstanding Common Ordinary Shares and ADSs as reflected in (A) the Company’s most recent periodic Annual Report on Form 20-F, Report of Foreign Private Issuer on Form 6-K or annual report other public filings filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company Company, or (C) a more recent written notice by the Company Company, the Transfer Agent or the Company’s Transfer Agent ADS Depositary setting forth the number of Common Shares ADSs outstanding. Upon the written request of a HolderHolder (which, for clarity, includes electronic mail), the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of Common Shares ADSs then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Shares ADSs shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Attribution Parties Affiliates since the date as of which such number of outstanding Common Shares ADSs was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of ADSs outstanding immediately after giving effect to the issuance of ADSs issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its |US-DOCS\147622068.2|| Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder delivered to the Company prior to the issuance of any Warrants, 9.99%, 14.99% or 19.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 19.99% 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 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not be required to effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 1 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticenotice of exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, the Conversion Option set forth in the Supplement) 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 124.8, beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of the Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that 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 12 4.8 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 Warrant Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 124.8, in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SEC, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent transfer agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Day trading day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon written election by Holder which is delivered to the Company prior to the issuance of any Common Stock to such Holder, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4.8, 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 4.8 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 4.8 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company (a) The Corporation shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 SECTION 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates's affiliates (as such term is defined in Rule 144 under the U.S. Securities Act)), and any other Persons whose beneficial ownership of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder Person that is a membermember of a "group" (as defined in Rule 13d-5(b)(1) under the U.S. Exchange Act) (such Persons, “"Attribution Parties”)"), would beneficially own Common Shares in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(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 Warrant Common Shares issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Common Shares 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 affiliates or other Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company Corporation (including, without limitation, any other securities of the Corporation or a subsidiary 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) 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 other Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 12, beneficial Beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with (i) Section 1.8 of National Instrument 62-104 Take-Over Bids and Issuer Bids ("NI 62-104"), it being acknowledged by the Holder that the Corporation is not representing to the Holder that such calculation is in compliance with Section 1.8 of NI 62-104 or (ii) Section 13(d) of the U.S. Exchange Act and the rules and regulations promulgated thereunder. , it being acknowledged by the Holder that the Corporation is not representing to the Holder that such calculation is in compliance with Section 13(d) of the U.S. Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. (b) To the extent that the limitation contained in this Section 12 2.4 applies, 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 or other 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 Warrant Exercise Notice or Put Notice 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 Attribution Parties) and of 2 Insert the date that is one year after the original issuance date. 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. (c) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 122.4, in determining the number of outstanding Common Shares, a the Holder may rely on the number of outstanding Common Shares as reflected in (A) the Company’s Corporation's most recent periodic or annual report filed with the SECCanadian securities commissions, United States securities commission or Cboe Canada, as the case may be, (B) a more recent public announcement by the Company Corporation or (C) a more recent written notice by the Company Corporation or the Company’s Transfer Agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holder, the Company Corporation shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of Common Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the CompanyCorporation, including this Warrant, by the Holder or its affiliates or other Attribution Parties since the date as of which such number of outstanding Common Shares was reported. (d) The "Beneficial Ownership Limitation" shall be 9.99% (or, upon election by a Holder prior to the issuance of any Warrants, 4.99%) of the number of the Common Shares outstanding immediately after giving effect to the issuance of any Common Shares upon exercise of the Warrants. The Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.4(d), 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 this Warrant held by the Holder and the provisions of this Section 2.4(d) 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 Corporation. In the event that the issuance of Common Shares to the Holder upon exercise of this Warrant results in the Holder, together with the Attribution Parties, collectively being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation, the number of shares so issued by which the aggregate beneficial ownership of the Holder and its Attribution Parties exceeds such limitation (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Corporation shall return to the Holder the exercise price paid by the Holder for the Excess Shares and the Holder shall return the Excess Shares to the Corporation. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2.4 to correct this paragraph Section 2.4 (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with (i) Holder’s Affiliates, (ii) any other Persons acting as a group together with 7 the Holder or any of the Holder’s Affiliates, and (iii) any other Persons whose beneficial ownership of Common Shares Stock would be aggregated with the Holder’s for the purposes of determination of beneficial ownership pursuant to Section 13(d) and Rule 13d-3 of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares that 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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 determinationdetermination and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder has detrimentally relied on the number of outstanding shares of Common Stock that was provided in writing by the Company. 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, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding shares of Common Stock that was provided by the Company. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of Common Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number shares of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.Stock then

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Stock held by the Holder and its Attribution Parties plus the number of Common Stock underlying such Warrant Shares issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of shares of Common Stock underlying Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding Common SharesStock, a Holder may rely on the number of outstanding Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares Stock was reported. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.The

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 |US-DOCS\145087290.1|| 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 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(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 exercise of this Warrant held by the Holder and the provisions of this Section 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, Affiliates and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, collectively, the “Attribution Parties”)), ) would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of Common Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Ordinary Shares underlying ADSs held by the Holder and its Attribution Parties plus the number of Ordinary Shares underlying ADSs issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such the determination is being made, but shall exclude the number of Warrant Ordinary Shares or Put Settled Shares underlying ADSs 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised nonexercised or nonconverted portion of any other securities of the Company (including, without limitation, any Ordinary Share or ADS equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein that are beneficially owned by the Holder or any of its Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any 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 Warrant Notice of Exercise Notice or Put Notice 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 Attribution Parties) and of 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding Common Ordinary Shares, a the Holder may rely on the number of outstanding Common Ordinary Shares as reflected in (Ax) the Company’s most recent periodic Annual Report on Form 20-F, Current Report on Form 6-K or annual report filed other public filing with the SECCommission, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company or the Company’s Transfer Agent Depositary setting forth the number of Common Ordinary Shares outstanding. Upon the written request of a the Holder, the Company shall within one two (12) Business Day Trading Days confirm in writing or by electronic mail to the Holder the number of Common Ordinary Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its and any Attribution Parties Party since the date as of which such number of outstanding Common Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares or ADSs issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. 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. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any the exercise of any portion of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 or otherwisethe terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that immediately prior to or after giving effect to such exercise as contemplated by the applicable Warrant Exercise Notice or Put Noticeexercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) (such Persons, “Attribution Parties”)), Parties collectively would beneficially own in excess of 9.99.99% (the “Maximum Percentage”) of the total number of shares of Common Shares issued and Stock outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply immediately after giving effect to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Actsuch exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and the other Attribution Parties shall include the number of Warrant Shares 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 this Warrant or Share Settled Put Exercise with respect to which the determination of such determination sentence is being made, but shall exclude the number of Warrant Shares or Put Settled Shares shares of Common Stock which would be issuable upon (iA) exercise of the remaining, nonexercised unexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or the other Attribution Parties, (ii) exercise of the Put Option, Parties and (iiiB) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Attribution Partiesin this Section 2(e). Except as set forth in the preceding sentence, for For purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of the Exchange 1934 Act, 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 1934 Act and the rules and regulations promulgated thereunderHolder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 12 2(e) 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 Warrant Exercise Notice or Put Notice 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 Attribution Parties) and of 2 Insert the date that is one year after the original issuance date. 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 1934 Act and the rules and regulations promulgated thereunder. For purposes of this Section 12Warrant, in determining the number of outstanding shares of Common SharesStock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, a the Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (Ax) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or annual report filed other public filing with the SECSecurities and Exchange Commission, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company or the Company’s Transfer Agent setting forth the number of Common Shares outstanding. Upon the written request of a Holder, the Company shall within one (1) Business Day confirm in writing to the Holder the number shares of Common Shares then outstandingStock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Warrant Notice of Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding shares of Common Shares Stock is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SECReported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Shares Stock then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with pursuant to this Section 12 2(e), to exceed the Beneficial Ownership LimitationMaximum Percentage, the Holder shall must notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares Shares. For any reason at any time, upon the written request of the Holder, the Company shall within five Business Days confirm orally and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant writing or by electronic mail to the provisions Holder the number of Section 5(c)shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its and any other Attribution Parties Party since the date as of which such the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant 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 Common Stock (as determined under Section 13(d) of the 1934 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 “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio and any portion of this Warrant so exercised shall be reinstated, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares was reportedhas been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage (not in excess of 19.99% of the issued and outstanding shares of Common Stock immediately after giving effect to the issuance of the shares of Common Stock issuable upon exercise of this Warrant if exceeding that limit would result in a change of control under Nasdaq Listing Rule 5635(b) or any successor rule) 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 and not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant 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 1934 Act. No prior inability to exercise this Warrant 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein beneficial ownership limitation contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwiseotherwise (except in the case of an exercise for Pre-Funded Warrants), to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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 the Company each time it delivers a Notice of Exercise that such Notice of Exercise has not violated the restrictions set forth in this paragraph, 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 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one two (12) Business Day Trading Days confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be [4.99][9.99][19.99]% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may decrease, and subsequently increase or decrease, the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 19.99% 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 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything A holder of a Warrant may notify the Company in writing in the event he, she or it elects to be subject to the contrary provisions contained hereinin this subsection 3.3.7; however, no holder of a Warrant shall be subject to this subsection 3.3.7 unless he, she or it makes such election. If the election is made by a holder, the Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the Holder a holder shall not have the right to exercise any portion of this a Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares pursuant to Section 3, Section 5 or otherwise, to the extent that after giving effect to such exercise as contemplated by the applicable Warrant Exercise Notice or Put Noticeissuance after exercise, the Holder holder (together with the Holderholder’s Affiliatesaffiliates, and any other Persons whose beneficial ownership of Common Shares would be aggregated persons acting as a group together with the Holder’s for purposes of Section 13(d) holder or any of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) (such Persons, “Attribution Parties”)holder’s affiliates), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder holder and its Affiliates and Attribution Parties affiliates shall include the number of Warrant Common Shares issuable upon exercise of this a Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Common Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this a Warrant beneficially owned by the Holder holder or any of its Affiliates or Attribution Parties, affiliates and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, a Class B Warrant) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder holder or any of its Attribution Partiesaffiliates. Except as set forth in the preceding sentence, for purposes of this Section 123.3.7, beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) 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 12 3.3.7 applies, the determination of whether this a Warrant is exercisable (in relation to other securities owned by the Holder holder together with any Attribution Partiesaffiliates) and of which portion of this a Warrant is exercisable shall be in the sole discretion of the Holderholder, and the submission of a Warrant Exercise Notice or Put Notice subscription form shall be deemed to be the Holderholder’s determination of whether this a Warrant is exercisable (in relation to other securities owned by the Holder holder together with any Attribution Partiesaffiliates) and of 2 Insert the date that is one year after the original issuance date. which portion of this 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. For purposes of this Section 123.3.7, in determining the number of outstanding Common Shares, a Holder holder may rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the SEC, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent its transfer agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holderholder, the Company shall within one (1) Business Day two trading days confirm orally and in writing to the Holder holder the number of Common Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, Warrants owned by the Holder holder or its Attribution Parties affiliates since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of the Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 3.3.7 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this a Warrant. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise or otherwise “net cash settle” the Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes Affiliates), would, when aggregated with all other shares of Section 13(d) of the Exchange Act (including shares Common Stock beneficially owned by any “group” of which the such Holder is a member) (at such Personstime, “Attribution Parties”)), would beneficially own shares of Common Stock, in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised non-exercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties, and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted non-converted 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 Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 122(d), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934 (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 12 2(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Attribution PartiesAffiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Warrant Notice of Exercise Notice or Put Notice 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 Attribution PartiesAffiliates) and of 2 Insert the date that is one year after the original issuance date. 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 and shall be determined in accordance with Section 13(d) have no liability for exercises of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 12, Warrant that are not in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed compliance with the SEC, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of Common Shares outstanding. Upon the written request of a Holder, the Company shall within one (1) Business Day confirm in writing to the Holder the number of Common Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.Ownership

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any the exercise of any portion of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 or otherwisethe terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that immediately prior to or after giving effect to such exercise as contemplated by the applicable Warrant Exercise Notice or Put Noticeexercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) (such Persons, “Attribution Parties”)), Parties collectively would beneficially own in excess of 9.99.99% (the “Maximum Percentage”) of the total number of shares of Common Shares issued and Stock outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply immediately after giving effect to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Actsuch exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and the other Attribution Parties shall include the number of Warrant Shares 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 this Warrant or Share Settled Put Exercise with respect to which the determination of such determination sentence is being made, but shall exclude the number of Warrant Shares or Put Settled Shares shares of Common Stock which would be issuable upon (iA) exercise of the remaining, nonexercised unexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or the other Attribution Parties, (ii) exercise of the Put Option, Parties and (iiiB) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Attribution Partiesin this Section 1(e). Except as set forth in the preceding sentence, for For purposes of this Section 121(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of the Exchange Act, 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 rules and regulations promulgated thereunderHolder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 12 1(e) 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 Warrant Exercise Notice or Put Notice 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 Attribution Parties) and of 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 12Warrant, in determining the number of outstanding shares of Common SharesStock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, a the Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (Ax) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or annual report filed other public filing with the SECSecurities and Exchange Commission, as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company or the Company’s Transfer Agent setting forth the number of Common Shares outstanding. Upon the written request of a Holder, the Company shall within one (1) Business Day confirm in writing to the Holder the number shares of Common Shares then outstandingStock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Warrant an Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding shares of Common Shares Stock is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SECReported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Shares Stock then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with pursuant to this Section 12 1(e), to exceed the Beneficial Ownership LimitationMaximum Percentage, the Holder shall must notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares Shares. For any reason at any time, upon the written request of the Holder, the Company shall within five (5) Trading Days confirm orally and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant writing or by electronic mail to the provisions Holder the number of Section 5(c)shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its and any other Attribution Parties Party since the date as of which such the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant 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 Common Stock (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 “Excess Shares”) shall be 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. As soon as reasonably practicable after the issuance of the Excess Shares was reportedhas been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage (not in excess of 19.99% of the issued and outstanding shares of Common Stock immediately after giving effect to the issuance of the shares of Common Stock issuable upon exercise of this Warrant if exceeding that limit would result in a change of control under NYSE Listed Company Manual Section 312.03(c) or any successor rule) as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant 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 exercise this Warrant 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 1(e) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein beneficial ownership limitation contained in this Section 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliatesaffiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 affiliates or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other of the Company’s securities convertible or exercisable into shares of Common Stock) 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 126, beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 6 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 126, in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Day trading day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6, 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 6 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 6 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon), and the Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares pursuant to Section 3, Section 5 or otherwise, to the extent that after giving effect to such exercise as contemplated by the applicable Warrant Exercise Notice or Put Notice, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act. 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 Warrant Shares issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, (ii) exercise of the Put Option, and (iii) 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 2 Insert the date that is one year after the original issuance date. limitation contained herein beneficially owned by the Holder or any of its Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 12, beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 12 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any 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 Warrant Exercise Notice or Put Notice 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 Attribution Parties) and of 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 12, in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the SEC, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of Common Shares outstanding. Upon the written request of a Holder, the Company shall within one (1) Business Day confirm in writing to the Holder the number of Common Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock MACROBUTTON DocID \\4132-0964-4618 v5 beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, Limitation and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be [4.99%/9.99%/19.99%] of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. [The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 19.99% 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 2(e) shall continue to apply.] Any increase in the Beneficial Ownership MACROBUTTON DocID \\4132-0964-4618 v5 Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Series B Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Series B Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Series B Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Series B Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) applies, the determination of whether this Series B 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 Series B Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Warrant Notice of Exercise Notice or Put Notice shall be deemed to be the Holder’s determination of whether this Series B Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of 2 Insert the date that is one year after the original issuance date. which portion of this Series B 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. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Series B Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Series B Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Series B Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(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 exercise of this Series B Warrant held by the Holder and the provisions of this Section 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Series B Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership Person acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other any 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) 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 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECSecurities and Exchange Commission or the OTC Markets, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Day two Trading Days confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e). 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 paragraph Section 2(e) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph Section 2(e) (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and Section 2(e) shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of Common shares of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant shares of Ordinary Shares issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled shares of Ordinary Shares which would be issuable upon (i) exercise of the remaining, nonexercised unexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company (including, without limitation, any other Ordinary Shares 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 122.6, beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2.6 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122.6, in determining the number of outstanding Common shares of Ordinary Shares, a Holder may rely on the number of outstanding Common shares of Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of Common shares of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of Common shares of Ordinary Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common shares of Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common shares of Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 24.99% of the number of shares of Ordinary Shares outstanding immediately after giving effect to the issuance of shares of Ordinary Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.6, provided that the Beneficial Ownership Limitation in no event exceeds 24.99% of the number of shares of the Ordinary Shares outstanding immediately after giving effect to the issuance of shares of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2.6 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2.6 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. For the avoidance of doubt, the Company, when acting in good faith at the time of the exercise, shall have no liability for exercises that are not in compliance with the Beneficial Ownership Limitation.

Holder’s Exercise Limitations. Notwithstanding anything to [Until the contrary contained hereinCap Expiration Date (as defined below), the the] The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 12 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned it being acknowledged by the Holder together with any 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 Warrant Exercise Notice or Put Notice 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 Attribution Parties) and of 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 12, in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the SEC, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of Common Shares outstanding. Upon the written request of a Holder, the Company shall within one (1) Business Day confirm in writing is not representing to the Holder the number of Common Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.that

Holder’s Exercise Limitations. Notwithstanding anything to From and after the contrary contained hereinPublic Company Date, the Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(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 exercise of this Warrant held by the Holder and the provisions of this Section 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not (or shall not direct the Warrant Agent to) effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership persons acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) (such Persons, “Attribution Parties”)Affiliates), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (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) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Attribution PartiesAffiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Warrant Notice of Exercise Notice or Put Notice 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 Attribution PartiesAffiliates) and of 2 Insert the date that is one year after the original issuance date. which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and neither the Company nor the Warrant Agent shall have no any 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 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SEC, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Day two Trading Days confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Attribution Parties Affiliates since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(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 exercise of this Warrant held by the Holder and the provisions of this Section 2(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 provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, and any such attempted exercise shall be void and of no effect, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with (i) the Holder’s Affiliates, (ii) any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates, and (iii) any other Persons whose beneficial ownership of the shares of Common Shares Stock would or could be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which and the Holder is a member) rules and regulations promulgated thereunder (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, Limitation and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written request of a Holder, the Company shall within one two (12) Business Day Trading Days confirm in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be [4.99%/9.99%/19.99%] of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) 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. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder, together with its Affiliates and any Attribution Parties, collectively being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation, the number of shares so issued by which the aggregate beneficial ownership (as calculated pursuant to Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of the Holder, its Affiliates and its Attribution Parties exceeds such limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder, its Affiliates and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares and the Holder shall return the Excess Shares to the Company. The provisions of this paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. If the Warrant is unexercisable as a result of the Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Holder, provided that the Holder shall continue to have the right, subject to the conditions set out herein, to exercise any unexercised portion of the Warrant which was otherwise exercisable and all other rights, powers and remedies shall remain hereunder in full force and effect.

Holder’s Exercise Limitations. Notwithstanding anything to Unless otherwise agreed by the contrary contained hereinCompany and Holder, the Company shall not knowingly effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership (as defined herein) acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined herein). 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 Warrant Common Shares issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Common Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other 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 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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 of 1934, as amended, and the rules and regulations promulgated thereunderthereunder (the “Exchange Act”). For purposes of this Section 122(e), in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of Common Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 19.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder 7 \\PH - 036137/000007 - 388261 v6 (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The provisions of this paragraph “Beneficial Ownership Limitation” shall be construed and implemented in a manner otherwise than in strict conformity with [4.99%/9.99%] of the terms number of this Section 12 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with shares of the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give Common Stock outstanding immediately after giving effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder the issuance of shares of Common Stock issuable upon exercise of this Warrant.. The Holder, upon notice to the Company, may 8 \\PH - 036137/000007 - 388261 v6

Holder’s Exercise Limitations. Notwithstanding anything Subject to the contrary contained hereinHolder’s right to increase or decrease the Beneficial Ownership Limitation as described below in this Section 2(e), the Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) (such Persons, “Attribution Parties”)Affiliates), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, and (ii) exercise of the Put Option, and (iii) 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 Attribution PartiesAffiliates. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Attribution PartiesAffiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Warrant Notice of Exercise Notice or Put Notice 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 Attribution PartiesAffiliates) and of 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Day two Trading Days confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Attribution Parties Affiliates since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior written notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e). 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise all or any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance upon exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) (such Affiliates,(such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of shares of the Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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 determinationdetermination and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership Limitation (other than to the extent that information on the number of outstanding shares of Common Stock is provided by the Company, either directly or through one or more public filings, and relied upon by the Holder). 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 thereunderthereunder and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership Limitation (other than to the extent that information on the number of outstanding shares of Common Stock is provided by the Company, either directly or through one or more public filings, and relied upon by the Holder). For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Holder prior to the issuance of this Warrant, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of 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 2(e) 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 paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the i. The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), “holds” or would “hold” (as defined for purposes of the Israeli Companies Law, 1999, as amended (the “Companies Law”) or would “beneficially own own” (as defined for purposes of Section 13(d) of the 1934 Act) in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentencecalculating “beneficial ownership” under this Section 2(e), the number of Common Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Ordinary Shares represented by ADSs issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Ordinary Shares or Put Settled Shares represented by ADSs 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other 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 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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. For purposes of this Section 2(f), “holdings” shall be calculated in accordance with the Companies Law. To the extent that the limitation contained in this Section 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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 determinationdetermination and shall have no liability for exercises of this Warrant that are in non-compliance with the Beneficial Ownership Limitation, it being understood that the Company has the right to confirm that any exercise does not result in “holdings” of the Holder exceeding the Beneficial Ownership Limitation. 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 122(e), in determining the number of outstanding Common SharesOrdinary Shares and ADSs, a Holder may rely on the number of outstanding Common Ordinary Shares and ADSs as reflected in (A) the Company’s most recent periodic Annual Report on Form 20-F, Report of Foreign Private Issuer on Form 6-K or annual report other public filings filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company Company, or (C) a more recent written notice by the Company Company, the Transfer Agent or the Company’s Transfer Agent ADS Depositary setting forth the number of Common Shares ADSs outstanding. Upon the written request of a HolderHolder (which, for clarity, includes electronic mail), the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of Common Shares ADSs then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Shares ADSs shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Attribution Parties Affiliates since the date as of which such number of outstanding Common Shares ADSs was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of ADSs outstanding immediately after giving effect to the issuance of ADSs issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 4.99% of the number of ADSs outstanding immediately after giving effect to the issuance of ADSs upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any change 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with (i) Holder’s Affiliates, (ii) any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates, and (iii) any other Persons whose beneficial ownership of Common Shares Stock would be aggregated with the Holder’s for the purposes of determination of beneficial ownership pursuant to Section 13(d) and Rule 13d-3 of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares that 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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 determinationdetermination and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder has detrimentally relied on the number of outstanding shares of Common Stock that was provided in writing by the Company. 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, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding shares of Common Stock that was provided by the Company. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be [4.99%/9.99%] of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(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 exercise of this Warrant held by the Holder and the provisions of this Section 2(e) 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 paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. To the extent that this Warrant is unexercisable as a result of the Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Holder.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of Common shares of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant shares of Ordinary Shares issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled shares of Ordinary Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary Shares 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 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding Common shares of Ordinary Shares, a Holder may rely on the number of outstanding Common shares of Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of Common shares of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of Common shares of Ordinary Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common shares of Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common shares of Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Ordinary Shares outstanding immediately after giving effect to the issuance of shares of Ordinary Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Ordinary Shares outstanding immediately after giving effect to the issuance of shares of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereuponother than for Pre-Funded Warrants), and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares (other than for Pre-Funded Warrants), pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(f), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(f) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(f), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be [9.99%/4.99%] of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(f), provided that the Beneficial Ownership Limitation in no event exceeds 19.99% 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 2(f) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, 2 or otherwise (except as contemplated in Section 5 or otherwise3(e)), to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Day Trading Days confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of the shares of 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 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. Notwithstanding anything to the contrary in this Warrant or otherwise (except as contemplated in Section 3(e)), prior to obtaining Stockholder Approval (as defined in the Purchase Agreement), the Company shall not be required to effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to this Section 2 or otherwise, if the Company determines in good faith that such exercise would result in requiring a vote of the Company’s stockholders pursuant to the applicable rules of the Trading Market, including, without limitation because such exercise (1) would result in the Holder and its Affiliates and Attribution Parties beneficially owning (x) in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant and (y) the largest ownership position in the Company, or (2) would otherwise result in a “change of control” of the Company as defined under the rules of the Trading Market.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliatesaffiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) (such Persons, “Attribution Parties”)affiliates), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties affiliates shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, affiliates and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company including, without limitation, any other securities of the Company or any Company subsidiary consolidated in the Company’s financial statements which would entitle the holder thereof to acquire at any time 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 Attribution Partiesaffiliates. Except as set forth in the preceding sentence, for purposes of this Section 122(f), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2.f. applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Attribution Partiesaffiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Warrant Notice of Exercise Notice or Put Notice 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 Attribution Partiesaffiliates) and of 2 Insert the date that is one year after the original issuance date. 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 determinationdetermination and shall have no liability for exercises of the Warrant that are in non-compliance with the Beneficial Ownership Limitation. 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 122.f., in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECSecurities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent transfer agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one two (12) Business Day business days confirm orally and in writing to the Holder the number of Common Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number shares of Common Shares Stock then outstanding andas established by (A), to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice (B) or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership(C) above, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c)applicable. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Attribution Parties affiliates since the date as of which such number of outstanding shares of Common Shares Stock was reported. The provisions “Beneficial Ownership Limitation” shall be 9.985% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitationWarrant. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of Common Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Ordinary Shares underlying ADSs issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Ordinary Shares or Put Settled Shares underlying ADSs which would be issuable upon (i) exercise of the remaining, nonexercised unexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company (including, without limitation, any other ordinary 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 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding Common Ordinary Shares, a Holder may rely on the number of outstanding Common Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent Depositary setting forth the number of Common Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of Common Ordinary Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of ADSs issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any the exercise of any portion of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 or otherwisethe terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise as contemplated by the applicable Warrant Exercise Notice or Put Noticeexercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership of Common Shares would be aggregated with Attribution Parties (as defined in the Holder’s for purposes of Section 13(dAdvance Note) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) (such Persons, “Attribution Parties”)), collectively would beneficially own in excess of 9.94.99% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership LimitationMaximum Percentage”); provided, however, that ) of the Beneficial Ownership Limitation shall only apply Ordinary Shares outstanding immediately after giving effect to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Actsuch exercise. For purposes of the foregoing sentence, the aggregate number of Common Ordinary Shares beneficially owned by the Holder and its Affiliates and the other Attribution Parties shall include the number of Warrant Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which the determination of such determination sentence is being made, but shall exclude the number of Warrant Shares or Put Settled Ordinary Shares which would be issuable upon (iA) exercise of the remaining, nonexercised unexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or the other Attribution Parties, (ii) exercise of the Put Option, Parties and (iiiB) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes, Advance Notes or convertible preferred stock or warrants, including other Warrants issued under the Purchase Contract) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Attribution Partiesin this Section 2(e). Except as set forth in the preceding sentence, for For purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of the Securities and Exchange Act and of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”). For purposes of determining the number of outstanding Ordinary Shares the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent annual report on Form 20-F, Report on Form 6-K or other public filing with the Commission, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 2(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder, if any, for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon exercise of this Warrant 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 Ordinary Shares (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 “Excess Shares”) shall be 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. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder, if any, for the Excess Shares. To the extent that the limitation contained in this Section 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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 additionProvided, 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 12however, in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) event that the Company’s most recent periodic or annual report filed with transfer agent supplies incorrect information to the SEC, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of Common Shares outstanding. Upon the written request of a Holder, the Company shall within one (1) Business Day confirm indemnify the Holder in writing accordance with the Purchase Contract for any damages sustained by the Holder. Upon delivery of a written notice to the Holder the number of Common Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from Company, the Holder at a may from time when to time increase (with such increase not effective until the actual number sixty-first (61st) day after delivery of outstanding Common Shares is less than such notice) or decrease the number Maximum Percentage to any other percentage not in excess of outstanding Common Shares reported by the Company 9.99% as specified in its then-most recent periodic report filed with the SEC, the Company shall such notice; provided that (i) notify any such increase in the Holder in writing of Maximum Percentage will not be effective until the number of Common Shares then outstanding and, sixty-first (61st) day after such notice is delivered to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any exercise price paid other holder of Warrants (as defined in the Purchase Contract) that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Warrant 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 Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash Exchange Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of Section 5(c). In this paragraph with respect to any case, the number subsequent determination of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Attribution Parties since the date as of which such number of outstanding Common Shares was reportedexercisability. The provisions of this paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein beneficial ownership limitation contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this 227070754 v3 Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(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 exercise of this Warrant held by the Holder and the provisions of this Section 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership 227070754 v3 Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliatesaffiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) (such Persons, “Attribution Parties”)affiliates), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties affiliates shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, affiliates and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company including, without limitation, any other securities of the Company or any Company subsidiary consolidated in the Company’s financial statements which would entitle the holder thereof to acquire at any time 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 Attribution Partiesaffiliates. Except as set forth in the preceding sentence, for purposes of this Section 122(d), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Attribution Partiesaffiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Warrant Notice of Exercise Notice or Put Notice 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 Attribution Partiesaffiliates) and of 2 Insert the date that is one year after the original issuance date. 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 determinationdetermination and shall have no liability for exercises of the Warrant that are in non-compliance with the Beneficial Ownership Limitation. 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 122(d), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECSecurities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent transfer agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one two (12) Business Day business days confirm orally and in writing to the Holder the number of Common Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number shares of Common Shares Stock then outstanding andas established by (A), to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice (B) or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership(C) above, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c)applicable. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Attribution Parties affiliates since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(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 exercise of this Warrant held by the Holder and the provisions of this Section 2(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 and shall only be effective with respect to such Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 0 or otherwiseotherwise (except in the case of an exercise for Pre-Funded Warrants), to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 120, beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 0 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 120, in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this 0, provided that the Beneficial Ownership Limitation in no event exceeds 19.99% (the “Maximum Percentage”) 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 0 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 0 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. Notwithstanding the foregoing, this Warrant shall not be exercisable for shares of Common Stock above the Maximum Percentage without obtaining Shareholder Approval and the exercise otherwise satisfies the requirements of Nasdaq Stock Market Rule 5635 with respect to issuances of shares of Common Stock upon exercise of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, ​ ​ pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the ​ number of shares of 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 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any the exercise of any portion of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 or otherwisethe terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that immediately prior to or after giving effect to such exercise as contemplated by the applicable Warrant Exercise Notice or Put Noticeexercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) (such Persons, “Attribution Parties”)), Parties collectively would beneficially own in excess of 9.94.99% (the “Maximum Percentage”) of the total number of shares of Common Shares issued and Stock outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply immediately after giving effect to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Actsuch exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and the other Attribution Parties shall include the number of Warrant Shares 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 this Warrant or Share Settled Put Exercise with respect to which the determination of such determination sentence is being made, but shall exclude the number of Warrant Shares or Put Settled Shares shares of Common Stock which would be issuable upon (iA) exercise of the remaining, nonexercised unexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or the other Attribution Parties, (ii) exercise of the Put Option, Parties and (iiiB) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Attribution Partiesin this Section 2(e). Except as set forth in the preceding sentence, for For purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of the Exchange 1934 Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 12 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned it being acknowledged by the Holder together that the Company is not representing to the Holder that such calculation is in compliance with any Attribution PartiesSection 13(d) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, 1934 Act and the submission of a Warrant Exercise Notice or Put Notice shall be deemed Holder is solely responsible for any schedules required to be the Holder’s determination of whether this Warrant is exercisable (filed in relation to other securities owned by the Holder together with any Attribution Parties) and of 2 Insert the date that is one year after the original issuance date. 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 determinationaccordance 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 1934 Act and the rules and regulations promulgated thereunder. For purposes of this Section 12Warrant, in determining the number of outstanding shares of Common SharesStock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, a the Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (Ax) the Company’s most recent periodic Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or annual report filed other public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (By) a more recent public announcement by the Company or (Cz) a more recent any other written notice by the Company or the Company’s Transfer Agent setting forth the number of Common Shares outstanding. Upon the written request of a Holder, the Company shall within one (1) Business Day confirm in writing to the Holder the number shares of Common Shares then outstandingStock outstanding (the “Reported Outstanding Share Number”). If the Company receives a Warrant Notice of Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding shares of Common Shares Stock is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SECReported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Shares Stock then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with pursuant to this Section 12 2(e), to exceed the Beneficial Ownership LimitationMaximum Percentage, the Holder shall must notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares Shares. For any reason at any time, upon the written request of the Holder, the Company shall within five (5) Business Days confirm orally and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant writing or by electronic mail to the provisions Holder the number of Section 5(c)shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its and any other Attribution Parties Party since the date as of which such the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant 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 Common Stock (as determined under Section 13(d) of the 1934 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 “Excess Shares”) shall be 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. As soon as reasonably practicable after the issuance of the Excess Shares was reportedhas been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage (not in excess of 19.99% of the issued and outstanding shares of Common Stock immediately after giving effect to the issuance of the shares of Common Stock issuable upon exercise of this Warrant if exceeding that limit would result in a change of control under Nasdaq Listing Rule 5635(b) or any successor rule) as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant 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 1934 Act. No prior inability to exercise this Warrant 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein beneficial ownership limitation contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwiseotherwise (except in the case of an exercise for Pre-Funded Warrants), to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 19.99% (the “Maximum Percentage”) 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 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. Notwithstanding the foregoing, this Warrant shall not be exercisable for shares of Common Stock above the Maximum Percentage without obtaining Shareholder Approval and the exercise otherwise satisfies the requirements of Nasdaq Stock Market Rule 5635 with respect to issuances of shares of Common Stock upon exercise of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents (as defined in this Warrant)) 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 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(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 exercise of this Warrant held by the Holder and the provisions of this Section 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. “Common Stock Equivalents” means any securities of the Company or the Company’s 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 instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any the exercise of any portion of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 or otherwisethe terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise as contemplated by the applicable Warrant Exercise Notice or Put Noticeexercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership of Common Shares would be aggregated with Attribution Parties (as defined in the Holder’s for purposes of Section 13(dAdvance) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) (such Persons, “Attribution Parties”)), collectively would beneficially own in excess of 9.94.99% (the “Maximum Percentage”) of the total number of shares of Common Shares issued and Stock outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply immediately after giving effect to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Actsuch exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and the other Attribution Parties shall include the number of Warrant Shares 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 this Warrant or Share Settled Put Exercise with respect to which the determination of such determination sentence is being made, but shall exclude the number shares of Warrant Shares or Put Settled Shares Common Stock which would be issuable upon (iA) exercise of the remaining, nonexercised unexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or the other Attribution Parties, (ii) exercise of the Put Option, Parties and (iiiB) exercise or conversion of the unexercised or nonconverted unconverted portion of any other securities of the Company (including, without limitation, any convertible notes, Advances, Prepaid-Tranches, or convertible preferred stock or warrants, including other Warrants issued under the Purchase Contract) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Attribution Partiesin this Section 2(e). Except as set forth in the preceding sentence, for For purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of the Securities and Exchange Act and of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”). For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) 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, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise 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 (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 2(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder, if any, for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Trading Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant 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 Common Stock (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 “Excess Shares”) shall be 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. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder, if any, for the Excess Shares. To the extent that the limitation contained in this Section 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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 additionProvided, 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 12however, in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) event that the Company’s most recent periodic or annual report filed with transfer agent supplies incorrect information to the SEC, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of Common Shares outstanding. Upon the written request of a Holder, the Company shall within one (1) Business Day confirm indemnify the Holder in writing accordance with the Purchase Contract for any damages sustained by the Holder. Upon delivery of a written notice to the Holder the number of Common Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from Company, the Holder at a may from time when to time increase (with such increase not effective until the actual number sixty-first (61st) day after delivery of outstanding Common Shares is less than such notice) or decrease the number Maximum Percentage to any other percentage not in excess of outstanding Common Shares reported by the Company 9.99% as specified in its then-most recent periodic report filed with the SEC, the Company shall such notice; provided that (i) notify any such increase in the Holder in writing of Maximum Percentage will not be effective until the number of Common Shares then outstanding and, sixty-first (61st) day after such notice is delivered to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any exercise price paid other holder of Warrants (as defined in the Purchase Contract) that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant 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 Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash Exchange Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of Section 5(c). In this paragraph with respect to any case, the number subsequent determination of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Attribution Parties since the date as of which such number of outstanding Common Shares was reportedexercisability. The provisions of this paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein beneficial ownership limitation contained in this Section 2(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of Common Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Ordinary Shares held by the Holder and its Attribution Parties plus the number of Ordinary Shares underlying such Warrant Shares ADSs issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Ordinary Shares underlying Warrant Shares or Put Settled Shares ADSs 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary 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 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding Common Ordinary Shares, a Holder may rely on the number of outstanding Common Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent Depositary setting forth the number of Common Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Day two Trading Days confirm orally and in writing to the Holder the number of Common Ordinary Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares underlying the Warrant ADSs issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of Common Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Ordinary Shares held by the Holder and its Attribution Parties plus the number of Ordinary Shares represented by ADSs issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Ordinary Shares or Put Settled Shares represented by ADSs 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary 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 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding Common Ordinary Shares, a the Holder may rely on the number of outstanding Common Ordinary Shares as reflected in (A) the Company’s most recent periodic Annual Report on Form 20-F, Report on Form 6-K or annual report other public filings filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent Depositary setting forth the number of Common Ordinary Shares outstanding. Upon the written or oral request of a the Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing or by electronic mail to the Holder the number of Common Ordinary Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. 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. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with (i) Holder’s Affiliates, (ii) any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates, and (iii) any other Persons whose beneficial ownership of Common Shares Stock would be aggregated with the Holder’s for the purposes of determination of beneficial ownership pursuant to Section 13(d) and Rule 13d-3 of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares that 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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 determinationdetermination and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder has detrimentally relied on the number of outstanding shares of Common Stock that was provided in writing by the Company. 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, and the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of this Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number of outstanding shares of Common Stock that was provided by the Company. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(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 exercise of this Warrant held by the Holder and the provisions of this Section 2(e) 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 paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. To the extent that this Warrant is unexercisable as a result of the Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Holder.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents (as defined below)) 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 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Day two Trading Days confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may waive the Beneficial Ownership Limitation provisions of this Section 2(e), provided that such waiver (i) will not be effective until the 61st day after such notice is delivered to the Company, and (ii) will not be effective to the extent such waiver would require the prior approval of the Company’s stockholders, unless such approval has been obtained. If such stockholder approval is required and has not been obtained, the Corporation shall use its commercially reasonable efforts to timely obtain such stockholder approval. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. “Common Stock Equivalents” means any 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 instrument that is at any time convertible into, or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 1 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 121(c), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 12 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned it being acknowledged by the Holder together with that the Holder is solely responsible for any 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 Warrant Exercise Notice or Put Notice shall be deemed schedules required to be the Holder’s determination of whether this Warrant is exercisable (filed in relation to other securities owned by the Holder together with any Attribution Parties) and of 2 Insert the date that is one year after the original issuance date. 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 determinationaccordance 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. For purposes of this Section 121(c), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Day two Trading Days confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The provisions of this paragraph “Beneficial Ownership Limitation” shall be construed and implemented in a manner otherwise than in strict conformity with 4.99% of the terms number of this Section 12 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with shares of the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitationCommon Stock outstanding at the time of the respective calculation hereunder. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereuponother than for Pre-Funded Warrants), and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares (other than for Pre-Funded Warrants), pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be [4.99%/9.99%/19.99%] of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that to the extent required under Nasdaq Marketplace Rules, the Beneficial Ownership Limitation in no event exceeds 19.99% 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 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not not, to its knowledge, effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares pursuant to Section 3, Section 5 or otherwiseWarrant, to the extent that after giving effect to such issuance exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of Common shares of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Ordinary Shares issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Ordinary Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding Common shares of Ordinary Shares, a Holder may rely on the number of outstanding Common shares of Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of Common shares of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of Common shares of Ordinary Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Common Stock held by the Holder and its Attribution Parties plus the number of Common Stock underlying such Warrant Shares issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of shares of Common Stock underlying Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding Common SharesStock, a Holder may rely on the number of outstanding Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be [4.99/9.99%] of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Common Stock underlying the Warrant Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), 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 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.]

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents (as defined below)) 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 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Day two Trading Days confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.the

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a the Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECSecurities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a the Holder, the Company shall within one two (12) Business Day Trading Days confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(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 exercise of this Warrant held by the Holder and the provisions of this Section 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall The Compa▇▇ ▇▇▇ll not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Shares 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 or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Trading Day confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be [9.99/4.99%] of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(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 exercise of this Warrant held by the Holder and the provisions of this Section 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything any other provisions of this Warrant to the contrary contained hereincontrary, the Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(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 Warrant Common Shares issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination is being made, but shall exclude the number of Warrant Shares or Put Settled Common Shares which would be issuable upon (i) exercise of the remaining, nonexercised non-exercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties, Parties and (ii) exercise of the Put Option, and (iii) exercise or conversion of the unexercised or nonconverted non-converted portion of any other securities of the Company (including, without limitation, any other 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 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) 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 Warrant Notice of Exercise Notice or Put Notice 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 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Day two Trading Days confirm orally and in writing to the Holder the number of Common Shares then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), 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 this Warrant held by the Holder and the provisions of this Section 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the The Company shall not effect any exercise of this Warrant or exercise of the Put Option that is to be settled through the issuance of Put Settlement Shares (a “Share Settled Put Exercise”) (or issue any Warrant Shares or Put Settlement Shares thereupon)Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant or acquire Warrant Shares or effect a Share Settled Put Exercise or acquire Put Settlement Shares Warrant, pursuant to Section 3, Section 5 2 or otherwise, to the extent that after giving effect to such issuance after exercise as contemplated by set forth on the applicable Warrant Exercise Notice or Put Noticeof Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons whose beneficial ownership acting as a group together with the Holder or any of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including shares beneficially owned by any “group” of which the Holder is a member) Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of 9.9% of the total number of shares of Common Shares issued and outstanding (the “Beneficial Ownership Limitation”); provided, however, that the Beneficial Ownership Limitation shall only apply to the extent that the Common Shares are deemed to constitute an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act(as defined below). For purposes of the foregoing sentence, the number of shares of Common Shares Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares shares of Common Stock issuable upon exercise of this Warrant or Share Settled Put Exercise with respect to which such determination of the Beneficial Ownership Limitation is being made, but shall exclude the number of Warrant Shares or Put Settled Shares which shares of Common Stock that would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties, Parties but not permitted to be exercised due to the Beneficial Ownership Limitation and (ii) exercise of the Put Option, and (iii) 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 or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 122(e), beneficial ownership (including as a percentage of the issued and outstanding shares of Common Shares) shall be calculated in accordance with Section 13(d) of 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 12 2(e) applies, the determination of whether this Warrant or any portion thereof 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 responsibility of the Holder, and the submission of a Warrant Notice of Exercise Notice or Put Notice shall be deemed to be the Holder’s determination of whether this Warrant or any portion thereof is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of 2 Insert the date that is one year after the original issuance date. 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. For purposes of this Section 122(e), in determining the number of outstanding shares of Common SharesStock, a Holder may rely on the number of outstanding shares of Common Shares Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the SECCommission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Shares Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Business Day two Trading Days confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. If the Company receives a Warrant Exercise Notice or Put Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the number of outstanding Common Shares reported by the Company in its then-most recent periodic report filed with the SEC, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that the issuance of Warrant Shares in accordance with such Warrant Exercise Notice or Put Settlement Shares in accordance with such Put Notice would otherwise cause the Holder’s and its Attribution Parties’ beneficial ownership, as determined in accordance with this Section 12 to exceed the Beneficial Ownership Limitation, the Holder shall notify the Company of a reduced number of Warrant Shares or Put Settlement Shares to be purchased or delivered pursuant to such Warrant Exercise Notice or Put Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) (x) in the case of Warrant Shares, as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares and (y) in the case of Put Settlement Shares, satisfy the delivery of such Reduction Shares in cash pursuant to the provisions of Section 5(c). In any case, the number of outstanding shares of Common Shares Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Shares Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(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 exercise of this Warrant held by the Holder and the provisions of this Section 2(e) 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 paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 12 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. Notwithstanding anything to the contrary contained in this Warrant, no party may waive the Beneficial Ownership Limitation.