Common use of Holder’s Exercise Limitations Clause in Contracts

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership 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 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 of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(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 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 Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of Common Shares then outstanding. 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 since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of all warrants held by the Holder. 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 Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of all warrants 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 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 shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. The Notwithstanding anything to the contrary contained herein, and solely prior to the achievement of the Business Milestone, the Company shall not effect the exercise of any exercise portion of this Warrant, and a the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 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 issuance after exercise as set forth on the applicable Notice of Exerciseexercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), its Affiliates collectively would beneficially own in excess of 24.99% (the Beneficial Ownership Limitation “Maximum Percentage”) of the number of Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by the Holder and its Affiliates shall include the number of Ordinary Shares underlying ADSs held by the Holder and all of its Affiliates plus the number of Ordinary Shares underlying ADSs issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of Ordinary Shares underlying ADSs which would be issuable upon (as defined belowA) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder or of its Affiliates subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 2(e). Except as set forth in the preceding sentence, for For purposes of this Section 2(e), beneficial ownership 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 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 of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderAct. For purposes of this Section 2(e)Warrant, in determining the number of outstanding Common SharesOrdinary Shares underlying ADSs 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 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 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 Ordinary Shares outstandingoutstanding (the “Reported Outstanding Share Number”). Upon 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 Notice of Exercise 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 ADSs to be purchased pursuant to such Notice of Exercise (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 for the Reduction Shares. For any reason at any time, upon the written or oral request of a the Holder, the Company shall within two Trading Days one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Ordinary Shares then outstanding. 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 and any of its Affiliates since the date as of which such number of outstanding Common Shares the Reported Outstanding Share Number was reported. The “Beneficial Ownership Limitation” shall be 9.99% In the event that the issuance of Ordinary Shares to the Holder upon exercise of this Warrant results in the Holder and its Affiliates being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of shares outstanding Ordinary Shares (as determined under Section 13(d) of the Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of all warrants held by the Holder. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(eExchange Act), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of so issued by which the Common Shares outstanding immediately Holder’s and its Affiliates’ 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 giving effect to the issuance of Common the Excess Shares upon has been deemed null and void, the Company shall return to the Holder the exercise of all warrants held price paid by the Holder and for the provisions Excess Shares. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Section 2(e) Warrant in excess of the Maximum Percentage shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until deemed to be beneficially owned by the 61st day after such notice is delivered to Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the CompanyExchange Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e3(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 3(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. Notwithstanding the provisions of this sub-Section (viii), it is clarified, that following the Milestone Date this sub-Section (viii) shall lapse and no longer apply or limit the exercise of this Warrant in any way whatsoever.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Purchase Warrant, and a Holder shall not have the right to exercise any portion of this Purchase Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliatesaffiliates, and any other Persons persons acting as a group together with the Holder or any of the Holder’s Affiliatesaffiliates (such persons, the “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of the Company’s common stock beneficially owned by the Holder and its affiliates and Attribution Parties shall include the number of shares of the Company’s common stock issuable upon exercise of this Purchase Warrant with respect to which such determination is being made. Except as set forth in the preceding sentence, for purposes of this Section 2(e)2.5, beneficial ownership 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 2(e) 2.5 applies, the determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliatesaffiliates and Attribution Parties) and of which portion of this Purchase Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliatesaffiliates and Attribution Parties) and of which portion of this Purchase 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 2(e)2.5, in determining the number of outstanding Common Sharesshares of the Company’s common stock, a the Holder may rely on the number of outstanding Common Shares shares of common stock as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities 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 its transfer agent setting forth the number of Common Shares shares of common stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days one (1) trading day confirm orally and in writing to the Holder the number of Common Shares shares of common stock then outstanding. In any case, the number of outstanding Common Shares shares of the Company’s common stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Purchase Warrant, by the Holder or its Affiliates affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares shares of the Company’s common stock was reported. The “Beneficial Ownership Limitation” shall be 9.994.99% of the number of shares of the Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of all warrants held by the Holder. 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 Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of all warrants 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 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 shall apply to a successor holder of this Warrant.the

Holder’s Exercise Limitations. The Company shall Holder acknowledges and agrees that it may not effect any exercise of this Warrant, and a Holder this Warrant shall be deemed to not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwisebe exercisable, to the extent that after giving effect if such Warrant were exercisable, then the Financing Agreement Threshold (defined below) would be met or exceeded; provided that, if the Holder and/or its affiliates hold multiple warrants subject to such issuance after exercise as set forth a substantially similar restriction based on the applicable Notice of ExerciseFinancing Agreement Threshold, the Holder (together with the Holder’s Affiliates, and this restriction shall apply first to any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged warrants held by the Holder that and/or its Affiliates, originally issued on or about the Company is not representing date hereof and on substantially similar terms, with an Exercise Price equal to $20.00 per share, and then, solely to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and extent necessary, to any warrants held by the Holder is solely responsible for and/or its Affiliates, originally issued on or about the date hereof and on substantially similar terms, with an Exercise Price equal to $18.00 per share, and then to any schedules required warrants held by the Holder and/or its Affiliates, originally issued on or about the date hereof and on substantially similar terms, with an Exercise Price equal to be filed in accordance therewith$15.00 per share. To the extent that the The limitation contained on exercisability set forth in this Section 2(e) appliesshall apply until the date that is 61 days after the Financing Agreement is terminated and all amounts thereunder are fully paid and discharged or such earlier date as any required consent or waiver under the Financing Agreement is obtained. The Company may instruct its transfer agent or warrant agent, as applicable, to apply restrictive legends or similar restrictions to enforce this Section 2(e). For the determination purposes of whether this Warrant is exercisable (in relation to other Warrant, “Financing Agreement Threshold” shall mean the acquisition of any securities owned of the Company by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be would result in the sole discretion Holder or any “group” (within the meaning of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d13(d)(3) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes Act) of this Section 2(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 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 Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to which the Holder is a member owning more than thirty-three percent (33%) of the number aggregate outstanding voting power of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to Equity Interests (as defined in the conversion or exercise of securities Financing Agreement) of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of all warrants held by the Holder. 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 Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of all warrants 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 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 shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. The Unless otherwise agreed in writing by both the Company and the Holder, the Company shall not effect effectuate any exercise of this a Warrant, and a Holder shall not have the any right to exercise any portion of this a Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the would result in such Holder (together with the such Holder’s Affiliates, Affiliates and any other Persons acting as a group together with the such Holder or any of the such Holder’s Affiliates, in each case, to the extent that such Affiliates and persons acting as a group are required to aggregate their beneficial ownership of Common Stock for purposes of Section 13(d) of the Exchange Act (“Attribution Parties”)), would beneficially own in excess owning more than the percentage of Common Stock outstanding set forth on Schedule A attached hereto opposite the name of such Holder (or for the Affiliate of such Holder that elected such Holder receive Warrants) as its “Initial Beneficial Ownership Limitation Limitation” (as defined belowsubject to adjustment under this Section 4.16, such Holder’s “Beneficial Ownership Limitation”). Except as set forth in the preceding sentence, for For purposes of this Section 2(e)4.16, beneficial ownership and the determination of any group status shall be calculated determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, thereunder (it being acknowledged and understood 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 that the Holder is solely responsible for the preparation of any schedules required to be filed in accordance therewith). To the extent that the limitation limitations contained in this Section 2(e) applies4.16 apply to a Holder, the determination of whether this Warrant any Warrants are exercisable, and the portion thereof that is exercisable (in relation to other securities owned by the such Holder together with any Affiliates) and of which portion of this Warrant is exercisable such Holder’s Attribution Parties, shall be in the sole discretion of the Holder, Holder and the submission of a Notice of Exercise shall be deemed to be the Holder’s a determination of whether this Warrant is exercisable (by such Holder in relation to other securities owned by such Holder and such Holder’s Attribution Parties that the Warrants set forth in the applicable Notice of Exercise are exercisable. Neither the Company, nor the Warrant Agent shall be required to independently confirm whether any exercise of any Warrant by a Holder together with any Affiliates) and would result in the violation by such Holder of which portion of this Warrant is exercisable, in each case subject to the its applicable Beneficial Ownership Limitation, and instead the Company shall have no obligation to verify or confirm and the accuracy of such determination. In addition, a determination as to any group status as contemplated above Warrant Agent shall be determined able to rely for all purposes on a Notice of Exercise as such Holder’s determination and confirmation that such exercise set forth therein does not result in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Common Shares, a such 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 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 Common Shares outstandingexceeding its Beneficial Ownership Limitation. Upon the written or oral request of a Holder, the Company shall within two Trading (2) Business Days confirm orally and in writing to the such Holder the number of Common Shares then outstanding. 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 since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of all warrants held by the HolderStock then outstanding. The A Holder, upon notice to the Company, may increase or decrease the its Beneficial Ownership Limitation provisions of this Section 2(e)Limitation, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Shares Stock outstanding immediately after giving effect to the issuance of Common Shares upon exercise of all warrants held by the Holder and the provisions of this Section 2(e) 4.16 shall continue to apply. Any increase change in the Beneficial Ownership Limitation will not be effective until the 61st 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 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 shall apply to a successor holder of any Warrants which successor holder shall be subject to the same Beneficial Ownership Limitation as its transferor unless and until changed in accordance with this WarrantSection 4.16.

Holder’s Exercise Limitations. The Unless otherwise agreed in writing by both the Company and the Holder, the Company shall not effect effectuate any exercise of this a Warrant, and a Holder shall not have the any right to exercise any portion of this a Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the would result in such Holder (together with the such Holder’s Affiliates, Affiliates and any other Persons acting as a group together with the such Holder or any of the such Holder’s Affiliates), would beneficially own in excess each case, to the extent that such Affiliates and persons acting as a group are required to aggregate their beneficial ownership of Common Stock for purposes of the Relevant Section of the Exchange Act (“Attribution Parties”)) beneficially owning more than the percentage of Common Stock outstanding set forth on Schedule A attached hereto opposite the name of such Holder (or for the Affiliate of such Holder that elected such Holder receive Warrants) as its “Initial Beneficial Ownership Limitation Limitation” (as defined belowsubject to adjustment under this Section 4.11, such Holder’s “Beneficial Ownership Limitation”). Except as set forth in the preceding sentence, for For purposes of this Section 2(e)4.11, beneficial ownership (i) the determination of any “group” status shall be calculated made in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, and (ii) the determination of “beneficial ownership” shall be made (a) in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, if a Holder’s Beneficial Ownership Limitation is less than 5%, or (b) in accordance with the determination of whether a person is a beneficial owner of more than 10% of the Common Stock outstanding for purposes of determining if such person is subject to Section 16 of the Exchange Act, as determined in accordance with Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, if a Holder’s Beneficial Ownership Limitation is 5% or more (the applicable Section of the Exchange Act being referred to herein as the “Relevant Section”) (it being acknowledged and understood by the Holder that the Company is not representing to the Holder that such calculation is in compliance with the Relevant Section 13(d) of the Exchange Act and that the Holder is solely responsible for the preparation of any schedules required to be filed in accordance therewith). To the extent that the limitation limitations contained in this Section 2(e) applies4.11 apply to a Holder, the determination of whether this Warrant any Warrants are exercisable, and the portion thereof that is exercisable (in relation to other securities owned by the such Holder together with any Affiliates) and of which portion of this Warrant is exercisable such Holder’s Attribution Parties, shall be in the sole discretion of the Holder, Holder and the submission of a Notice of Exercise shall be deemed to be the Holder’s a determination of whether this Warrant is exercisable (by such Holder in relation to other securities owned by such Holder and such Holder’s Attribution Parties that the Warrants set forth in the applicable Notice of Exercise are exercisable. Neither the Company, nor the Warrant Agent shall be required to independently confirm whether any exercise of any Warrant by a Holder together with any Affiliates) and would result in the violation by such Holder of which portion of this Warrant is exercisable, in each case subject to the its applicable Beneficial Ownership Limitation, and instead the Company shall have no obligation to verify or confirm and the accuracy of such determination. In addition, a determination as to any group status as contemplated above Warrant Agent shall be determined able to rely for all purposes on a Notice of Exercise as such Holder’s determination and confirmation that such exercise set forth therein does not result in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Common Shares, a such 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 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 Common Shares outstandingexceeding its Beneficial Ownership Limitation. Upon the written or oral request of a Holder, the Company shall within two Trading (2) Business Days confirm orally and in writing to the such Holder the number of Common Shares then outstanding. 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 since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of all warrants held by the HolderStock then outstanding. The A Holder, upon notice to the Company, may increase or decrease the its Beneficial Ownership Limitation provisions of this Section 2(e)Limitation, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Shares Stock outstanding immediately after giving effect to the issuance of Common Shares upon exercise of all warrants held by the Holder and the provisions of this Section 2(e) 4.11 shall continue to apply. Any increase change in the Beneficial Ownership Limitation will not be effective until the 61st 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 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 shall apply to a successor holder of any Warrants which successor holder shall be subject to the same Beneficial Ownership Limitation as its transferor unless and until changed in accordance with this WarrantSection 4.11.

Holder’s Exercise Limitations. The Company For so long as the Ordinary Shares are registered under the Exchange Act, the Holder shall not effect any be entitled to receive Warrant Shares upon exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, Warrant to the extent that after giving effect the aggregate number of Warrant Shares to such issuance after exercise as set forth on the applicable Notice of Exercise, be acquired by the Holder upon exercise shall, when added to the aggregate number of Ordinary Shares deemed beneficially owned, directly or indirectly, by such beneficial owner and each person subject to aggregation (together with the Holder’s Affiliates, and including any other Persons acting as a group together with “group” of which the Holder is or any may deemed to be a part) of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). Except as set forth in the preceding sentence, for purposes of this Ordinary Shares with such beneficial owner under Section 2(e), beneficial ownership shall be calculated in accordance with 13 or Section 13(d) 16 of the Exchange Act and the rules promulgated thereunder at such time (an “Aggregated Person”) (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on such beneficial owner’s or such person’s right to convert, exercise or purchase similar to this limitation), as determined pursuant to 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 under Section 13(d) of the Exchange Act Act, exceed 9.99% (the “Restricted Ownership Percentage”) of the total issued and outstanding Ordinary Shares (the “Section 16 Exercise Blocker”). Notwithstanding the foregoing, this Section 16 Exercise Blocker shall not apply with respect to the Holder if 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 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 of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d16(a) of the Exchange Act and without regard to the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the aggregate 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 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 Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of Common Shares then outstanding. 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 since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Shares outstanding immediately after giving effect to the issuance of Common Warrant Shares issuable upon exercise of all warrants held this Warrant and upon conversion, exercise or sale of securities or rights to acquire securities that have limitations on such beneficial owner’s right to convert, exercise or purchase similar to this limitation. Notwithstanding the foregoing, the Company shall issue Ordinary Shares upon exercise of this Warrant up to (but not exceeding) the amount that would cause the Holder’s beneficial ownership of Ordinary Shares (together with that of any Aggregated Person) to equal the Restricted Ownership Percentage; provided that the Holder shall have the right at any time and from time to time to reduce the Restricted Ownership Percentage applicable to the Holder (together with any Aggregated Person) immediately upon prior written notice to the Company (provided that, for the avoidance of doubt, in such event, the Holder may sell Ordinary Shares or portions of this Warrant to reduce the aggregate number of Ordinary Shares deemed beneficially owned by the Holder. The HolderHolder (together with any Aggregated Person) to a level below the reduced Restricted Ownership Percentage, in which case this Warrant will be exercisable by the Holder up to (but will not exceed) the reduced Restricted Ownership Percentage) or increase the Restricted Ownership Percentage applicable to the Holder (together with any Aggregated Person) upon 65 days’ prior written 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 Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of all warrants 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 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 shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 this ARTICLE II or otherwise, to the extent that at such time or after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder “holds” or would “hold” (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any defined for purposes of the Holder’s AffiliatesIsraeli Companies Law, 1999) or “beneficially owns” or would “beneficially own” (as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), would beneficially own directly or indirectly, in excess of the Beneficial Ownership Limitation (as defined below). Except as set forth in For purposes of the preceding foregoing sentence, for purposes the number of this Section 2(e)shares of Ordinary Shares held or beneficially owned, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderdirectly or indirectly, it being acknowledged by the Holder that shall include the number of shares of Ordinary Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Ordinary Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant owned, directly or indirectly, by the Holder and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company is not representing (including, without limitation, any other Ordinary Shares Equivalents) subject 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 a limitation on conversion or exercise analogous to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) appliesherein owned, directly or indirectly, by the Holder. The determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any AffiliatesHolder) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation work, together with the Holder, to verify or confirm the accuracy of such determination. In addition, a determination as No prior inability to exercise or exchange this Warrant pursuant to this Section 5 shall have any effect on the applicability of the provisions of this Section 5 with respect to any group status as contemplated above subsequent determination of exercisability or exchangeability. For the purposes of this Section 6, all determinations and calculations (including, without limitation, with respect to calculations of percentage of holdings and beneficial ownership) shall be determined in accordance with Section 13(d) of the Israeli Companies Law, 1999 and with the Exchange Act Act, respectively, and the rules and regulations promulgated thereunder; in the event of a conflict between such two laws, the stricter one shall govern. For purposes of this Section 2(e)SECTION 5, 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 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 Common Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of Common shares of Ordinary Shares then outstanding. 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 since the date as of which such number of outstanding Common shares of Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be 9.994.99% of the number of shares of the Common Ordinary Shares outstanding immediately after giving effect to the issuance of Common Ordinary Shares issuable upon exercise of all warrants held by the Holder. 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 Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of all warrants 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 CompanyWarrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) 5 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 SECTION 5 shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. The Unless otherwise agreed in writing by both the Company and the Holder, the Company shall not effect effectuate any exercise of this a Warrant, and a Holder shall not have the any right to exercise any portion of this a Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the would result in such Holder (together with the such Holder’s Affiliates, Affiliates and any other Persons acting as a group together with the such Holder or any of the such Holder’s Affiliates), would beneficially own in excess each case, to the extent that such Affiliates and persons acting as a group are required to aggregate their beneficial ownership of Common Stock for purposes of the Relevant Section of the Exchange Act (“Attribution Parties”)) beneficially owning more than the percentage of Common Stock outstanding set forth on Schedule A attached hereto opposite the name of such Holder (or for the Affiliate of such Holder that elected such Holder receive Warrants) as its “Initial Beneficial Ownership Limitation Limitation” (as defined belowsubject to adjustment under this Section 4.11, such Holder’s “Beneficial Ownership Limitation”). Except as set forth in the preceding sentence, for For purposes of this Section 2(e)4.11, beneficial ownership (i) the determination of any “group” status shall be calculated made in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, and (ii) the determination of “beneficial ownership” shall be made (a) in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, if a Holder’s Beneficial Ownership Limitation is less than 5%, or (b) in accordance with the determination of whether a person is a beneficial owner of more than 10% of the Common Stock outstanding for purposes of determining if such person is subject to Section 16 of the Exchange Act, as determined in accordance with Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, if a Holder’s Beneficial Ownership Limitation is 5% or more (the applicable Section of the Exchange Act being referred to herein as the “Relevant Section”) (it being acknowledged and understood by the Holder that the Company is not representing to the Holder that such calculation is in compliance with the Relevant Section 13(d) of the Exchange Act and that the Holder is solely responsible for the preparation of any schedules required to be filed in accordance therewith). To the extent that the limitation limitations contained in this Section 2(e) applies4.11 apply to a Holder, the determination of whether this Warrant any Warrants are exercisable, and the portion thereof that is exercisable (in relation to other securities owned by such Holder and such Holder’s Attribution Parties, shall be calculated by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s a determination of whether this Warrant is exercisable (by such Holder in relation to other securities owned by such Holder and such Holder’s Attribution Parties that the Warrants set forth in the applicable Notice of Exercise are exercisable. Upon receipt of a Notice of Exercise, the Company shall independently confirm whether the exercise of any Warrant set forth in a Notice of Exercise by a Holder would result in the violation by such Holder of its applicable Beneficial Ownership Limitation and, if so, shall instruct the Holder together with of such violation and shall not effectuate any Affiliates) and exercise of which any portion of this any Warrant is exercisablethat would result in such violation for the Holder. In making such determination, the Company shall be able to rely for all purposes on the information in a Notice of Exercise as such Holder’s total beneficial ownership, inclusive of Attribution Parties. The Warrant Agent shall not be required to independently confirm whether any exercise of any Warrant set forth in a Notice of Exercise by a Holder would result in the violation by such Holder of its applicable Beneficial Ownership Limitation and the Warrant Agent shall instead be able to rely for all purposes on the determination made by the Company in accordance with the foregoing. In the event that the issuance of shares of Common Stock to the Holder upon exercise of any Warrants results in the Holder being deemed to beneficially own, in each case subject to the aggregate, more than the Holder’s 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 2(e), in determining the number of outstanding Common shares so issued by which the Holder’s aggregate beneficial ownership exceeds the Holder’s Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, a and the Holder may rely on shall not have the number of outstanding Common Shares as reflected in (A) power to vote or to transfer the Company’s most recent periodic or annual report filed with 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 Common Shares outstandingExcess Shares. Upon the written or oral request of a Holder, the Company shall within two Trading (2) Business Days confirm orally and in writing to the such Holder the number of Common Shares then outstanding. 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 since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of all warrants held by the HolderStock then outstanding. The A Holder, upon notice to the Company, may increase or decrease the its Beneficial Ownership Limitation provisions of this Section 2(e)Limitation, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Shares Stock outstanding immediately after giving effect to the issuance of Common Shares upon exercise of all warrants held by the Holder and the provisions of this Section 2(e) 4.11 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st 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 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 shall apply to a successor holder of any Warrants which successor holder shall be subject to the same Beneficial Ownership Limitation as its transferor unless and until changed in accordance with this WarrantSection 4.11.

Holder’s Exercise Limitations. The Company shall not effect Notwithstanding anything to the contrary contained in this Warrant or the other Transaction Documents (as defined in the Purchase Agreement), if at any exercise of this Warrant, and a time the Holder shall not have or would be issued shares of Common Stock under any of the right to exercise any portion of this WarrantTransaction Documents, pursuant to Section 2 or otherwise, to the extent that after giving effect to but such issuance after exercise as set forth on the applicable Notice of Exercise, would cause the Holder (together with its affiliates) to own a number of shares exceeding 4.99% of the Holder’s Affiliatesnumber of shares of Common Stock outstanding on such date (the “Maximum Percentage”), and any other Persons acting as a group together with the Company must not issue to the Holder or any shares of the Common Stock which would exceed the Maximum Percentage. The shares of Common Stock issuable to the Holder that would cause the Maximum Percentage to be exceeded are referred to herein as the "Ownership Limitation Shares". The Company will reserve the Ownership Limitation Shares for the exclusive benefit of the Holder’s Affiliates). From time to time, would beneficially own the Holder may notify the Company in excess writing of the Beneficial number of the Ownership Limitation (Shares that may be issued to the Holder without causing the Holder to exceed the Maximum Percentage. Upon receipt of such notice, the Company shall be unconditionally obligated to immediately issue such designated shares to the Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as defined below)the Market Capitalization of the Common Stock is less than $10,000,000.00. Except as set forth in Notwithstanding any other provision contained herein, if the term “4.99%” is replaced with “9.99%” pursuant to the preceding sentence, for purposes of this Section 2(e), beneficial ownership such change to “9.99%” 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 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 of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunderpermanent. For purposes of this Section 2(e)Agreement, in determining the number term “Market Capitalization of outstanding the Common Shares, a Holder may rely on Stock” shall mean the number of outstanding Common Shares as reflected in product equal to (A) the average VWAP (as defined in the Note) of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (B) the aggregate number of outstanding shares of Common Stock as reported on the Company’s most recent periodic recently filed Form 10-Q or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent Form 10-K. By written notice by the Company or to the Company’s transfer agent setting forth , the number Holder may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all Affiliates and assigns of Common Shares outstandingthe Holder. Upon the written or oral request of a Holder, the Company shall within two Trading Days twenty-four (24) hours confirm orally and in writing to the Holder the number of shares of Common Shares Stock then outstanding. 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 since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of all warrants held by the Holder. 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 Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of all warrants 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 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 shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Purchase Warrant, and a Holder shall not have the right to exercise any portion of this Purchase Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliatesaffiliates, and any other Persons persons acting as a group together with the Holder or any of the Holder’s Affiliatesaffiliates (such persons, the “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of the Company’s common stock beneficially owned by the Holder and its affiliates and Attribution Parties shall include the number of shares of the Company’s common stock issuable upon exercise of this Purchase Warrant with respect to which such determination is being made. Except as set forth in the preceding sentence, for purposes of this Section 2(e)2.5, beneficial ownership 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 2(e) 2.5 applies, the determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliatesaffiliates and Attribution Parties) and of which portion of this Purchase Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Purchase Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliatesaffiliates and Attribution Parties) and of which portion of this Purchase 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 2(e)2.5, in determining the number of outstanding Common Sharesshares of the Company’s common stock, a the Holder may rely on the number of outstanding Common Shares shares of common stock as reflected in (A) the Company’s most recent periodic or annual report filed with the U.S. Securities 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 its transfer agent setting forth the number of Common Shares shares of common stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days one (1) trading day confirm orally and in writing to the Holder the number of Common Shares shares of common stock then outstanding. In any case, the number of outstanding Common Shares shares of the Company’s common stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Purchase Warrant, by the Holder or its Affiliates affiliates or Attribution Parties since the date as of which such number of outstanding Common Shares shares of the Company’s common stock was reported. The “Beneficial Ownership Limitation” shall be 9.994.99% of the number of shares of the Common Shares Company’s common stock outstanding immediately after giving effect to the issuance of Common Shares shares of common stock issuable upon exercise of all warrants held by the Holderthis Purchase Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e)2.5, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Shares Company’s common stock outstanding immediately after giving effect to the issuance of Common Shares shares of common stock upon exercise of all warrants this Purchase Warrant held by the Holder and the provisions of this Section 2(e) 2.5 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 2(e) 2.5 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 shall apply to a successor holder of this Purchase Warrant.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Underwriter’s Warrant, and a Holder shall not have the right to exercise any portion of this Underwriter’s Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership 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 2(e) applies, the determination of whether this Underwriter’s Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Underwriter’s Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Underwriter’s Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Underwriter’s 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 2(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 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 Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of Common Shares then outstanding. 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 Underwriter’s Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of all warrants held by the Holder. 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 Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of all warrants 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 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 shall apply to a successor holder of this Underwriter’s Warrant.

Holder’s Exercise Limitations. The Company shall Holder acknowledges and agrees that it may not effect any exercise of this Warrant, and a Holder this Warrant shall be deemed to not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwisebe exercisable, to the extent that after giving effect if such Warrant were exercisable, then the Financing Agreement Threshold (defined below) would be met or exceeded; provided that, if the Holder and/or its affiliates hold multiple warrants subject to such issuance after exercise as set forth a substantially similar restriction based on the applicable Notice of ExerciseFinancing Agreement Threshold, the Holder (together with the Holder’s Affiliates, and this restriction shall apply first to any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged warrants held by the Holder that and/or its Affiliates, originally issued on or about the Company is not representing date hereof or on November 4, 2021 and on substantially similar terms, with an Exercise Price equal to $20.00 per share, and then, solely to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and extent necessary, to any warrants held by the Holder is solely responsible for and/or its Affiliates, originally issued on or about the date hereof or on November 4, 2021 and on substantially similar terms, with an Exercise Price equal to $18.00 per share, and then to any schedules required warrants held by the Holder and/or its Affiliates, originally issued on or about the date hereof or on November 4, 2021 and on substantially similar terms, with an Exercise Price equal to be filed in accordance therewith$15.00 per share. To the extent that the The limitation contained on exercisability set forth in this Section 2(e) appliesshall apply until the date that is 61 days after the Financing Agreement is terminated and all amounts thereunder are fully paid and discharged or such earlier date as any required consent or waiver under the Financing Agreement is obtained. The Company may instruct its transfer agent or warrant agent, as applicable, to apply restrictive legends or similar restrictions to enforce this Section 2(e). For the determination purposes of whether this Warrant is exercisable (in relation to other Warrant, “Financing Agreement Threshold” shall mean the acquisition of any securities owned of the Company by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be would result in the sole discretion Holder or any “group” (within the meaning of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d13(d)(3) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes Act) of this Section 2(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 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 Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to which the Holder is a member owning more than thirty-three percent (33%) of the number aggregate outstanding voting power of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to Equity Interests (as defined in the conversion or exercise of securities Financing Agreement) of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of all warrants held by the Holder. 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 Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of all warrants 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 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 shall apply to a successor holder of this Warrant.

Holder’s Exercise Limitations. The Unless otherwise agreed in writing by both the Company and the Holder, the Company shall not effect effectuate any exercise of this a Warrant, and a Holder shall not have the any right to exercise any portion of this a Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the would result in such Holder (together with the such Holder’s Affiliates, Affiliates and any other Persons acting as a group together with the such Holder or any of the such Holder’s Affiliates, in each case, to the extent that such Affiliates and persons acting as a group are required to aggregate their beneficial ownership of Common Stock for purposes of Section 13(d) of the Exchange Act (“Attribution Parties”)), would beneficially own in excess owning more than the percentage of Common Stock outstanding set forth on Schedule A attached hereto opposite the name of such Holder (or for the Affiliate of such Holder that elected such Holder receive Warrants) as its “Initial Beneficial Ownership Limitation Limitation” (as defined belowsubject to adjustment under this Section 4.11, such Holder’s “Beneficial Ownership Limitation”). Except as set forth in the preceding sentence, for For purposes of this Section 2(e)4.11, beneficial ownership and the determination of any group status shall be calculated determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, thereunder (it being acknowledged and understood 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 that the Holder is solely responsible for the preparation of any schedules required to be filed in accordance therewith). To the extent that the limitation limitations contained in this Section 2(e) applies4.11 apply to a Holder, the determination of whether this Warrant any Warrants are exercisable, and the portion thereof that is exercisable (in relation to other securities owned by the such Holder together with any Affiliates) and of which portion of this Warrant is exercisable such Holder’s Attribution Parties, shall be in the sole discretion of the Holder, Holder and the submission of a Notice of Exercise shall be deemed to be the Holder’s a determination of whether this Warrant is exercisable (by such Holder in relation to other securities owned by such Holder and such Holder’s Attribution Parties that the Warrants set forth in the applicable Notice of Exercise are exercisable. Neither the Company, nor the Warrant Agent shall be required to independently confirm whether any exercise of any Warrant by a Holder together with any Affiliates) and would result in the violation by such Holder of which portion of this Warrant is exercisable, in each case subject to the its applicable Beneficial Ownership Limitation, and instead the Company shall have no obligation to verify or confirm and the accuracy of such determination. In addition, a determination as to any group status as contemplated above Warrant Agent shall be determined able to rely for all purposes on a Notice of Exercise as such Holder’s determination and confirmation that such exercise set forth therein does not result in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Common Shares, a such 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 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 Common Shares outstandingexceeding its Beneficial Ownership Limitation. Upon the written or oral request of a Holder, the Company shall within two Trading (2) Business Days confirm orally and in writing to the such Holder the number of Common Shares then outstanding. 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 since the date as of which such number of outstanding Common Shares was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of all warrants held by the HolderStock then outstanding. The A Holder, upon notice to the Company, may increase or decrease the its Beneficial Ownership Limitation provisions of this Section 2(e)Limitation, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Shares Stock outstanding immediately after giving effect to the issuance of Common Shares upon exercise of all warrants held by the Holder and the provisions of this Section 2(e) 4.11 shall continue to apply. Any increase change in the Beneficial Ownership Limitation will not be effective until the 61st 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 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 shall apply to a successor holder of any Warrants which successor holder shall be subject to the same Beneficial Ownership Limitation as its transferor unless and until changed in accordance with this WarrantSection 4.11.