Common use of Limitation on Exercise Clause in Contracts

Limitation on Exercise. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (together with such Holder’s Affiliates (as defined below)) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the preceding sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates (including, without limitation, any convertible notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 7, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Warrant, in determining the number of outstanding shares of Common Stock issued by the Company, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (I) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (II) a more recent public announcement by the Company or (III) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. By written notice to the Company, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of this Warrant, “Affiliate” means, with respect to any person or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction of the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwise. The limitations contained in this Section 7 shall apply to a successor Holder of this Warrant.

Limitation on Exercise. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, (a) Notwithstanding anything to the extent that after giving effect to such exercisecontrary contained herein, such Holder (together with such Holder’s Affiliates (as defined below)) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the preceding sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable that may be acquired by the Holder upon any exercise of this Warrant with (or otherwise in respect hereof) shall be limited to which the determination extent necessary to insure that, following such exercise (or other issuance), the total number of such sentence is being made, but shall exclude shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant then beneficially owned by such Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities Persons whose beneficial ownership of Common Stock would be aggregated with the Company beneficially owned by such Holder and its Affiliates (including, without limitation, any convertible notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, Holder's for purposes of this Section 713(d) of the Exchange Act does not exceed 9.999% (the "MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder. Each delivery of 1934, as amended (an Exercise Notice hereunder will constitute a representation by the “Exchange Act”). For purposes Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of this Warrant, in determining the full number of outstanding Warrant Shares requested in such Exercise Notice is permitted under this paragraph. The Company's obligation to issue shares of Common Stock issued by in excess of the Companylimitation referred to in this Section shall be suspended (and shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, the Holder may rely on the number of outstanding if any, as such shares of Common Stock as reflected may be issued in (I) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing compliance with the Securities and Exchange Commission, as the case may be, (II) a more recent public announcement by the Company or (III) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstandingsuch limitation. By written notice to the Company, any the Holder may from time to time waive the provisions of this Section or increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that , but (i) any such waiver or increase or decrease will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company. For purposes of this Warrant, “Affiliate” means, with respect and (ii) any such waiver or increase or decrease will apply only to the Holder and not to any person or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction holder of the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwise. The limitations contained in this Section 7 shall apply to a successor Holder of this WarrantWarrants.

Limitation on Exercise. The Company shall not effect the any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1.1 or otherwise, to the extent that after giving effect to such issuance after exercise, such the Holder (together with such the Holder’s Affiliates ('s Affiliates), as defined below)) set forth on the applicable Form of Subscription, would beneficially own in excess of 4.999.9% (the “Maximum Percentage”) of the number of shares of the Common Stock outstanding immediately after giving effect to such exerciseissuance. For purposes of the preceding foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (iA) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by such the Holder and or any of its Affiliates and (iiB) = exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates (including, without limitation, any convertible notes instrument or warrantswarrant) subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 71.2, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this WarrantSection 1.2, in determining the number of outstanding shares of Common Stock issued by the CompanyStock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ix) the Company’s 's most recent Form 10-K, Q or Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange CommissionK, as the case may be, (IIy) a more recent public announcement by the Company or (IIIz) any other notice by the Company or the Company's Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one Business Day two trading days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. By written In any case, the number of outstanding shares of Company Common 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 since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 1.2 may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Company, any Holder and the provisions of this Section 1.2 shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may from time to time increase or decrease the Maximum Percentage to any other percentage be specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of this Warrant, “Affiliate” means, with respect to any person or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction of the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwise. The limitations contained in this Section 7 shall apply to a successor Holder of this Warrantwaiver).

Limitation on Exercise. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such the Holder (together with such the Holder’s Affiliates (as defined below)affiliates and any other member of a “group”) would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the preceding foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder the Holder, its affiliates and its Affiliates any member of a group shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such the Holder and its Affiliates affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such the Holder and its Affiliates affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for For purposes of this Section 7paragraph, beneficial ownership and whether the Holder is a member of a group shall be calculated and determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock issued by the CompanyStock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (I1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (II2) a more recent public announcement by the Company or (III3) any other notice by the Company or the transfer agent for the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall shall, within one two (2) Business Day Days, confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. By written notice 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, its affiliates or any member of a group since the date as of which such number of outstanding shares of Common Stock was reported. The Holder may from time shall disclose to time increase the Company the number of shares of Common Stock that it, its affiliates or decrease any member of a group owns and has the Maximum Percentage right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to exercising this Warrant. For clarification, if the Holder (together with the Holder’s affiliates and any other percentage specified in such notice; provided that any such increase will not be effective until member of a group) beneficially owns more than 9.99% of Common Stock before the sixty-first (61st) day after such notice is delivered to the Company. For purposes exercise of this Warrant, “Affiliate” meansthe Holder will not be able to exercise this Warrant, subject to the limitations contained herein until the Holder’s beneficial ownership (together with respect to any person or entity, the Holder’s affiliates and any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with member of a group) is less than such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction of the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwiselimitation. The limitations contained provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 7 shall apply to a successor Holder of correct this Warrantparagraph (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.

Limitation on Exercise. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, Notwithstanding anything to the extent that after giving effect to such exercisecontrary contained herein, such Holder (together with such Holder’s Affiliates (as defined below)) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the preceding sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable that may be acquired by the Holder upon any exercise of this Warrant with (or otherwise in respect hereof) shall be limited to which the determination extent necessary to insure that, following such exercise (or other issuance), the total number of such sentence is being made, but shall exclude shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant then beneficially owned by such Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities Persons whose beneficial ownership of Common Stock would be aggregated with the Company beneficially owned by such Holder and its Affiliates (including, without limitation, any convertible notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, Holder's for purposes of this Section 713(d) of the Exchange Act, does not exceed 9.99% (the "MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder. Each delivery of 1934, as amended (an Exercise Notice hereunder will constitute a representation by the “Exchange Act”). For purposes Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of this Warrant, in determining the full number of outstanding Warrant Shares requested in such Exercise Notice is permitted under this paragraph. The Company's obligation to issue shares of Common Stock issued by in excess of the Companylimitation referred to in this Section shall be suspended (and shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, the Holder may rely on the number of outstanding if any, as such shares of Common Stock as reflected may be issued in compliance with such limitation. The Holder shall have the right (Ix) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (II) a more recent public announcement by the Company or (III) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Business Day confirm orally time and in writing to the Holder the number of shares of Common Stock then outstanding. By written notice to the Company, any Holder may from time to time increase or decrease the to reduce its Maximum Percentage to any other percentage specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such immediately upon notice is delivered to the Company. For purposes of this Warrant, “Affiliate” means, with respect Company in the event and only to any person or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction extent that Section 16 of the management and policies of such person Exchange Act or entity, directly the rules promulgated thereunder (or indirectly, whether through any successor statute or rules) is changed to reduce the beneficial ownership of voting stock, by contract or otherwise. The limitations contained in this Section 7 shall apply percentage threshold thereunder to a successor Holder of this Warrantpercentage less than 9.99%.

Limitation on Exercise. The Company Notwithstanding anything in this Warrant to the contrary, in no event shall not effect the exercise of this Warrant, and the Holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant Shares (or portions thereof) in excess of that number of Warrant Shares which, to the extent that after upon giving effect to such exercise, such Holder (together with such Holder’s Affiliates (as defined below)) would beneficially own in excess cause the aggregate number of 4.99% (the “Maximum Percentage”) of the shares of Common Stock beneficially owned by the Holder to exceed 4.99% of the outstanding immediately after giving effect to shares of Common Stock following such exercise, except within sixty (60) days of the Expiration Date. For purposes of the preceding sentenceforegoing, the aggregate number of shares of Common Stock beneficially owned by such the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant Warrants beneficially owned by such the Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such the Holder and its Affiliates (including, without limitation, any convertible notes or warrantspreferred stock) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 7paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Warrant, in determining the number of outstanding shares of Common Stock issued by the Company, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (I1) the Company’s most recent Form 10-K, QSB or Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange CommissionKSB, as the case may be, (II2) a more recent public announcement by the Company or (III3) any other notice by the Company or its Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon Upon the written or oral request of the Holderany holder, the Company shall within promptly, but in no event later than one Business Day business day following the receipt of such notice, confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. By written notice In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the Company, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes exercise of this Warrant, “Affiliate” means, with respect to any person or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled Warrant by or under direct or indirect common control with the Holder since the date as of which such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction number of the management and policies outstanding shares of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwise. The limitations contained in this Section 7 shall apply to a successor Holder of this WarrantCommon Stock was reported.

Limitation on Exercise. (i) The Company shall not effect the affect any exercise of this Warrant, and the Holder Warrant Holder(s) shall not have the right to exercise any portion of this Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Exercise Notice, such Holder the Warrant Holder(s) (together with such Holder’s Affiliates (its Affiliates, and any other Persons acting as defined belowa group together with the Warrant Holder(s) or any of its Affiliates)) , would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercisethe issuance of shares of Common Stock issuable upon exercise of this Warrant (the “Beneficial Ownership Limitation”). For purposes of the preceding foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder the Warrant Holder(s) and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by such Holder and the Warrant Holder(s) or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates (including, without limitation, any other securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible notes into or warrantsexercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (collectively, “Common Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by the Warrant Holder(s) or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 73(g), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 3(g)(i) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Warrant Holder(s) together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Warrant Holder(s), and the submission of an Exercise Notice shall be deemed to be the Warrant Holder’s determination of whether, and representation and certification to the Company that, this Warrant is exercisable (in relation to other securities owned by the Warrant Holder(s) together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 3(g), in determining the number of outstanding shares of Common Stock issued by the CompanyStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (IA) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission, as the case may be, (IIB) a more recent public announcement by the Company or (IIIC) any other a more recent written notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon Upon the written or oral request of the a Holder, the Company shall within one Business Day two (2) trading days confirm orally and in writing to the Holder Warrant Holder(s) the number of shares of Common Stock then outstanding. By written notice 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, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of including this Warrant, “Affiliate” means, with respect to any person by the Warrant Holder(s) or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with its Affiliates since the date as of which such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction number of the management and policies outstanding shares of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwise. The limitations contained in this Section 7 shall apply to a successor Holder of this WarrantCommon Stock was reported.

Limitation on Exercise. The Company shall not effect Notwithstanding anything to the exercise of contrary contained in this Warrant, and this Warrant shall not be exercisable by the Holder shall not have the right to exercise this Warrant, hereof to the extent (but only to the extent) that after giving effect to such exercise, such the Holder (together with such Holder’s Affiliates (as defined below)) or any of its affiliates would beneficially own in excess of 4.9949.9% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be exercisable (as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the proviso of this paragraph with respect to any subsequent determination of exercisability. For purposes of the preceding sentencethis paragraph, the aggregate number of shares of Common Stock beneficially owned by such Holder beneficial ownership and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder all determinations and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates calculations (including, without limitation, any convertible notes or warrantswith respect to calculations of percentage ownership) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 7, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the 1934 Act (as defined in the Securities Exchange Act Purchase Agreement) and the rules and regulations promulgated thereunder. The provision of 1934, as amended this paragraph shall not be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the “Exchange Act”)intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. For purposes The limitations contained in this paragraph shall apply to a successor Holder of this Warrant, in determining the number of outstanding shares . The holders of Common Stock issued by the Company, the Holder may rely on the number shall be third party beneficiaries of outstanding shares of Common Stock as reflected in (I) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities this paragraph and Exchange Commission, as the case may be, (II) a more recent public announcement by the Company or (III) any other notice by may not waive this paragraph without the Company setting forth the number consent of shares holders of Common Stock outstandinga majority of its common stock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Securities Purchase Agreement. By Upon delivery of a written notice to the Company, any the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 49.9% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the CompanyCompany and (ii) any such increase or decrease will apply only to the Holder sending such notice and not to any other Holder. Notwithstanding anything to the contrary contained herein, if the Holder’s election to exercise this Warrant would result in the Holder exceeding the Maximum Percentage, the Holder may still exercise the Warrants and pay the Exercise Price for all Warrant Shares (without regard to the Maximum Percentage), but the Holder shall not be entitled to receive any shares of Common Stock to the extent such shares of Common Stock would result in the Holder exceeding the Maximum Percentage (the “Excess Shares”) (or the beneficial ownership of, including voting rights with respect to, any such Excess Shares) and any Excess Shares shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage. The Holder shall not have rights as a stockholder with respect to any such Excess Shares held in abeyance for the benefit of the Holder, including, but not limited to, the right to vote or direct the disposition of such Excess Shares. For purposes of this Warrantclarity, “Affiliate” means, with respect Excess Shares shall not be deemed to be beneficially owned by the Holder for any person purpose including for purposes of Section 13(d) or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction Rule 16a-1(a)(1) of the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwise. The limitations contained in this Section 7 shall apply to a successor Holder of this Warrant1934 Act.”

Limitation on Exercise. The Company shall not effect (i) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant, and the Holder Warrant (or otherwise in respect hereof) shall not have the right to exercise this Warrant, be limited to the extent that after giving effect necessary to insure that, following such exerciseexercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder (together and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with such the Holder’s Affiliates (as defined below)) would beneficially own in excess 's for purposes of 4.99% (the “Maximum Percentage”Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock outstanding immediately after giving effect to issuable upon such exercise). For purposes of the preceding foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but affiliates shall exclude shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its Affiliates affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates affiliates (including, without limitation, any convertible notes notes, convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 7paragraph, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder. Each delivery of 1934, as amended (an Exercise Notice hereunder will constitute a representation by the “Exchange Act”). For purposes Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of this Warrant, in determining the full number of outstanding shares of Common Stock issued by the Company, the Holder may rely on the number of outstanding shares of Common Stock as reflected Warrant Shares requested in (I) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (II) a more recent public announcement by the Company or (III) any other notice by the Company setting forth such Exercise Notice is permitted under this paragraph. This provision shall not restrict the number of shares of Common Stock outstanding. For any reason at any time, upon which a Holder may receive or beneficially own in order to determine the written amount of securities or oral request other consideration that such Holder may receive in the event of the Holder, a merger or other business combination or reclassification involving the Company shall within one Business Day confirm orally and as contemplated in writing to the Holder the number of shares of Common Stock then outstanding. By written notice to the Company, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of this Warrant, “Affiliate” means, with respect to any person or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction of the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwise. The limitations contained in this Section 7 shall apply to a successor Holder 9 of this Warrant.

Limitation on Exercise. The Company Notwithstanding any provision to the contrary contained herein, in no event shall not effect the exercise of this Warrant, and the Holder shall not have the right be entitled to exercise this Warrant, to nor will the extent Company recognize such exercise, such that after upon giving effect to such exercise, such Holder (together with such Holder’s Affiliates (as defined below)) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the preceding sentence, the aggregate number of shares of Common Stock then beneficially owned by such the Holder and its Affiliates shall include "affiliates" as defined in Rule 144 of the number Act would exceed 4.99% of the total issued and outstanding shares of the Common Stock issuable following such exercise; provided, however, that Holder may elect to waive this restriction upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable not less than sixty-one (but have not been issued or deemed issued61) upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates (including, without limitation, any convertible notes or warrants) subject to a limitation on conversion or exercise analogous days prior written notice to the limitation contained hereinCompany. Except as set forth in the preceding sentence, for For purposes of this Section 7Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this WarrantSection 20, the Company shall not be held liable under the penalty provisions of Section 2.6 as long as the Company acts in determining good faith in its non-recognition of such exercise. NTN COMMUNICATIONS, INC. By: --------------------------------- Name: Title: [FORM OF] ELECTION TO PURCHASE SHARES AND TRANSFER AGENT INSTRUCTIONS The undersigned hereby irrevocably elects to exercise the number of outstanding Warrant to purchase ____ shares of Common Stock issued Stock, par value $.005 per share ("Common Stock"), of NTN COMMUNICATIONS, INC. (the "Company") and hereby [makes payment of $________ in consideration therefor] [or] [makes payment in consideration therefor by reduction pursuant to Section 2.1(b)(ii) of the Company, the Holder may rely on the number Warrant of outstanding shares of Common Stock as reflected in (I) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (II) a more recent public announcement by the Company or (III) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Business Day confirm orally and in writing otherwise issuable to the Holder upon Warrant exercise by ______ shares] [or] [makes payment in consideration therefor by delivery of the number of shares of following Common Stock then outstanding. By written notice Certificates of the Company pursuant to Section 2.1(b)(iii) of the Company, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of this Warrant, “Affiliate” means, with respect to any person or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled certificates of which are attached hereto for cancellation _______ [list certificates by or under direct or indirect common control with such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction of the management number and policies of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwiseamount]]. The limitations contained in this Section 7 shall apply to a successor Holder of this Warrant.undersigned hereby requests that certificates for such shares be issued and delivered as follows:

Limitation on Exercise. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, Notwithstanding anything to the extent that after giving effect to such exercise, such Holder (together with such Holder’s Affiliates (as defined below)) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the preceding sentencecontrary contained herein, the aggregate number of shares of Common Stock that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its Affiliates affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall include be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The holder may waive the restriction in whole or in part upon and effective after 61 days prior written notice to the Company to change the beneficial ownership to 9.99%, but not in excess thereof. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a merger or other business combination or reclassification involving the Company. Holder hereby acknowledges and agrees that, notwithstanding anything herein to the contrary, this Warrant may not be exercised unless and until the Holder receives notice from the Company, following delivery of a Notice of Exercise by the Holder, that the aggregate number of shares of Common Stock issuable upon exercise of this Warrant all of the Company stock purchase warrants designated as Series C Warrants (the “Series C Warrants”) and all other warrants issued by the Company pursuant to the SEA (whether or not such other warrants are being exercised), together with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (i) exercise by the Company as part of the remainingMerger Consideration pursuant to the share exchange agreement entered into between the Company, unexercised portion Armada and the stockholders of this Warrant beneficially owned by such Holder and its Affiliates and (ii) exercise or conversion Armada. will not constitute more than 49.90% of the unexercised or unconverted portion Company’s total number of any other securities shares of Common Stock issued and outstanding at the Company beneficially owned by such Holder and its Affiliates time of exercise (including, without limitation, any convertible notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein“Exercise Limitation”). Except as set forth in the preceding sentence, for For purposes of this Section 7subsection, beneficial ownership the percentage shall be calculated in accordance with Section 13(d) of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (amended. The determination whether or not the “Exchange Act”)Exercise Limitation applies shall be made at the sole discretion of the Company. For purposes of this WarrantNotwithstanding anything herein to the contrary, in determining the number event Xxxxxx is unable to exercise this Warrant because of outstanding shares the Exercise Limitation, any right of Common Stock issued by redemption the Company, Company otherwise has pursuant to this Warrant shall be suspended until such time as the Holder may rely on fully exercise the number of outstanding shares of Common Stock as reflected in (I) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (II) a more recent public announcement by the Company or (III) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. By written notice to the Company, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of this Warrant, “Affiliate” means, with respect to any person or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction of the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwise. The limitations contained in this Section 7 shall apply to a successor Holder of this Warrant.

Limitation on Exercise. The Company Notwithstanding anything in this Warrant to the contrary, in no event shall not effect the exercise of this Warrant, and the Holder shall not have the right be entitled to exercise this WarrantWarrant for a number of Warrant Shares (or portions thereof) in excess of that number of Warrant Shares which, to the extent that after upon giving effect to such exercise, such Holder (together with such Holder’s Affiliates (as defined below)) would beneficially own in excess cause the aggregate number of 4.99% (the “Maximum Percentage”) of the shares of Common Stock beneficially owned by the Holder to exceed 4.99% of the outstanding immediately after giving effect to shares of Common Stock following such exercise, except within sixty (60) days of the Expiration Date. For purposes of the preceding sentenceforegoing, the aggregate number of shares of Common Stock beneficially owned by such the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant Warrants beneficially owned by such the Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such the Holder and its Affiliates (including, without limitation, any convertible notes or warrantspreferred stock) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 7paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Warrant, in determining the number of outstanding shares of Common Stock issued by the Company, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (I1) the Company’s 's most recent Form 10-K, QSB or Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange CommissionKSB, as the case may be, (II2) a more recent public announcement by the Company or (III3) any other notice by the Company or its Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon Upon the written or oral request of the Holderany holder, the Company shall within promptly, but in no event later than one Business Day business day following the receipt of such notice, confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. By written notice In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the Company, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes exercise of this Warrant, “Affiliate” means, with respect to any person or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled Warrant by or under direct or indirect common control with the Holder since the date as of which such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction number of the management and policies outstanding shares of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwise. The limitations contained in this Section 7 shall apply to a successor Holder of this WarrantCommon Stock was reported.

Limitation on Exercise. (i) The Company shall not effect the affect any exercise of this Warrant, and the Warrant Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Exercise Notice, such the Warrant Holder (together with such Holder’s Affiliates (its Affiliates, and any other Persons acting as defined belowa group together with the Warrant Holder or any of its Affiliates)) , would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercisethe issuance of shares of Common Stock issuable upon exercise of this Warrant (the “Beneficial Ownership Limitation”). For purposes of the preceding foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such the Warrant Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by such the Warrant Holder and or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates (including, without limitation, any convertible notes or warrantsother Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by the Warrant Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 73(g), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 3(g)(i) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Warrant Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Warrant Holder, and the submission of an Exercise Notice shall be deemed to be the Warrant Holder’s determination of whether, and representation and certification to the Company that, this Warrant is exercisable (in relation to other securities owned by the Warrant Holder 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 WarrantSection 3(g), in determining the number of outstanding shares of Common Stock issued by the CompanyStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (IA) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K periodic or other public filing annual report filed with the Securities and Exchange Commission, as the case may be, (IIB) a more recent public announcement by the Company or (IIIC) any other a more recent written notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon Upon the written or oral request of the a Holder, the Company shall within one Business Day two (2) trading days confirm orally and in writing to the Warrant Holder the number of shares of Common Stock then outstanding. By written notice 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, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of including this Warrant, “Affiliate” means, with respect to any person by the Warrant Holder or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with its Affiliates since the date as of which such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction number of the management and policies outstanding shares of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwise. The limitations contained in this Section 7 shall apply to a successor Holder of this WarrantCommon Stock was reported.

Limitation on Exercise. [(a) The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder Person (together with such Holder’s Affiliates (as defined below)Person's affiliates) would beneficially own in excess of 4.999.99% (the “"Maximum Percentage”") of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the preceding foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder Person and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder Person and its Affiliates affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder Person and its Affiliates affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 7paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Warrant, in determining the number of outstanding shares of Common Stock issued by the CompanyStock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (I1) the Company’s 's most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (II2) a more recent public announcement by the Company or (III3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one two (2) Business Day Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, any the Holder may from time to time waive the provisions of this Section 14 or increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that , but (i) any such waiver or increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of this Warrant, “Affiliate” means, with respect Company and (ii) any such increase or decrease will apply only to the Holder and not to any person or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction holder of the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwise. The limitations contained in this Section 7 shall apply to a successor Holder of this WarrantWarrants.

Limitation on Exercise. The Company shall not effect (a) Prior to the receipt of Shareholder Approval with respect to the removal of the limitations set forth in this Section 2.9, no Holder will be permitted to exercise of this Warrant, and the Holder shall not have the right to exercise this Warrantpurchase Warrant Shares, if and to the extent that after giving effect to extent, following such exercise, either (i) the aggregate voting power of such Holder (together with or of any Group including such Holder’s Affiliates ) on a matter being voted on by holders of the Common Stock would exceed 19.99% of the Maximum Voting Power or (as defined below)ii) such Holder (or any Group including such Holder) would beneficially own Beneficially Own more than 19.99% of the then outstanding Common Stock; provided, however, that such exercise restriction shall not apply in connection with and subject to completion of (A) a Public Sale of the Class A Common Stock to be issued upon such exercise, if following consummation of such Public Sale such Holder or Group will not Beneficially Own in excess of 4.9919.99% (the “Maximum Percentage”) of the shares of then outstanding Common Stock outstanding immediately after giving effect to such exerciseor (B) a bona fide third party tender offer for the Common Stock. For purposes of the preceding foregoing sentence, the aggregate number of shares of Common Stock beneficially owned Beneficially Owned by a Holder (or any Group including such Holder and its Affiliates Holder) shall include the number of shares of Class A Common Stock issuable upon exercise of this Warrant to be issued with respect to which the determination of such sentence is being madea Warrant Exercise Notice has been given, but shall exclude the number of shares of Common Stock which would be issuable (but have not been issued upon conversion or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned any other outstanding Warrants Beneficially Owned by such Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by Group including such Holder and its Affiliates (including, without limitation, any convertible notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 7, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”Holder). For purposes of this Warrant, in determining the number of outstanding shares of Common Stock issued by the Company, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (I) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (II) a more recent public announcement by the Company or (III) At any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, time upon the written or oral request of the Holder, the Company shall within one Business Day two (2) Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock and Maximum Voting Power then outstanding. By written notice to the Company, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes Effective immediately upon receipt of this Warrant, “Affiliate” means, Shareholder Approval with respect to any person or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction removal of the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwise. The limitations contained set forth in this Section 7 2.9, this Section 2.9 shall apply cease to a successor Holder of this Warrantapply.

Limitation on Exercise. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such the Holder (together with such the Holder’s Affiliates (as defined below)affiliates and any other member of a “group”) would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the shares of common stock, par value $0.00001 per share (the “Common Stock Stock”) of the Company outstanding immediately after giving effect to such exerciseexercise (including such shares of Common Stock as may be obtained through the conversion of the Warrant Shares, if applicable). For purposes of the preceding foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder the Holder, its affiliates and its Affiliates any member of a group shall include the number of shares of Common Stock (including such shares of Common Stock as may be obtained through the conversion of the Warrant Shares, if applicable) issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such the Holder and its Affiliates affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such the Holder and its Affiliates affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for For purposes of this Section 7paragraph, beneficial ownership and whether the Holder is a member of a group shall be calculated and determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock issued by the CompanyStock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (I1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (II2) a more recent public announcement by the Company or (III3) any other notice by the Company or the transfer agent for the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall shall, within one two (2) Business Day Days, confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. By written notice 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, its affiliates or any member of a group since the date as of which such number of outstanding shares of Common Stock was reported. The Holder may from time shall disclose to time increase the Company the number of shares of Common Stock that it, its affiliates or decrease any member of a group owns and has the Maximum Percentage right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to exercising this Warrant. For clarification, if the Holder (together with the Holder’s affiliates and any other percentage specified in such notice; provided that any such increase will not be effective until member of a group) beneficially owns more than 9.99% of Common Stock before the sixty-first (61st) day after such notice is delivered to the Company. For purposes exercise of this Warrant, “Affiliate” meansthe Holder will not be able to exercise this Warrant, subject to the limitations contained herein until the Holder’s beneficial ownership (together with respect to any person or entity, the Holder’s affiliates and any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with member of a group) is less than such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction of the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwiselimitation. The limitations contained provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 7 shall apply to a successor Holder of correct this Warrantparagraph (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.

Limitation on Exercise. The Company shall not effect (a) Notwithstanding anything to the exercise contrary contained herein, at no time may a Holder of this Warrant, and the Holder shall not have the right to Warrant exercise this Warrant, Warrant if the number of shares of Common Stock to the extent that after giving effect be issued pursuant to such exerciseexercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder and its Affiliates (together with such any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s and its Affiliates’ for purposes of Section 13(d) of the Exchange Act) at such time, the number of shares of Common Stock which would result in such Holder and its Affiliates (as defined below)together with any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s and its Affiliates’ for purposes of Section 13(d) would beneficially own in excess of 4.99the Exchange Act) owning more than 4.999% (the “Maximum Percentage”) of all of the shares of Common Stock issued and outstanding immediately after giving effect to at such exercisetime. For purposes of the preceding sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates (including, without limitation, any convertible notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 7purposes, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder. Each delivery of 1934, as amended (an Exercise Notice hereunder will constitute a representation by the “Exchange Act”)Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this paragraph. For purposes of this Warrantparagraph, in determining the number of outstanding shares of Common Stock issued by the CompanyStock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ix) the Company’s most recent Form 10-K, Q or Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange CommissionK, as the case may be, (IIy) a more recent public announcement by the Company or (IIIz) any other notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one Business Day three Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. By written notice The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms this Section 11(a) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the Company, any Holder may from time to time increase or decrease the intended Maximum Percentage beneficial ownership limitation herein contained or to any other percentage specified in make changes or supplements necessary or desirable to properly give effect to such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of this Warrant, “Affiliate” means, with respect to any person or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction of the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwiseMaximum Percentage limitation. The limitations contained in this Section 7 paragraph shall apply to a successor Holder holder of this Warrant. The holders of Common Stock of the Company shall be third party beneficiaries of this Section 11(a) and the Company may not waive this Section 11(a) without the consent of holders of a majority of its Common Stock.

Limitation on Exercise. The Company shall Notwithstanding anything to the contrary contained herein, this Warrant may not effect be exercised by the exercise of this Warrant, and the Warrant Holder shall not have the right to exercise this Warrant, to the extent that that, after giving effect to such exercise, such Holder (together with such Holder’s Affiliates (as defined below)) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect Warrant Shares to such exercise. For purposes of the preceding sentencebe issued pursuant to a Subscription Notice, the aggregate total number of shares of Common Stock deemed beneficially owned by such Warrant Holder and its Affiliates shall include (other than by virtue of ownership of this Warrant, or ownership of other securities that have limitations on the number of holder's rights to convert or exercise similar to the limitations set forth herein), together with all shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its the Warrant Holder's Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates (including, without limitation, any convertible notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, that would be aggregated for purposes of this Section 7, beneficial ownership shall be calculated in accordance with determining whether a group under Section 13(d) of the Securities Exchange Act of 19341934 exists ("Beneficial Ownership"), as amended (would exceed 4.9% of the “Exchange Act”). For purposes of this Warrant, in determining the number of total issued and outstanding shares of the Common Stock issued by Stock. Notwithstanding the Companyforegoing, the Warrant Holder may rely on shall have the number of outstanding shares of Common Stock as reflected right to waive this restriction, in (I) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K whole or other public filing with the Securities and Exchange Commission, as the case may be, (II) a more recent public announcement by the Company or (III) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any timein part, upon the written or oral request of the Holder, the Company shall within one Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. By 61 days prior written notice to the Company; provided, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in however, that such notice; provided that any such increase will waiver shall not be effective until the sixty-first (61st) day after such notice is delivered permitted to the Company. For purposes extent that, if the Warrant Holder were to acquire additional shares of this WarrantCommon Stock pursuant to such waiver, “Affiliate” means, with respect to any person or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction its Beneficial Ownership of shares of the management Common Stock would exceed 9.9% of the total issued and policies outstanding shares of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwiseCommon Stock. The limitations contained delivery of a Subscription Notice by the Warrant Holder shall be deemed a representation by such holder that it is in compliance with this paragraph. The terms "deemed beneficially owned" and "Beneficial Ownership" as used in this Section 7 Warrant shall apply to a successor Holder exclude shares that might otherwise be deemed beneficially owned by reason of the exercise of this Warrant.

Limitation on Exercise. The Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of this any Warrant, and the a Holder shall not have the right to exercise this its Warrant, to the extent that after giving effect to such exercise, such Holder Person (together with such HolderPerson’s Affiliates (as defined below)Affiliates) would beneficially own in excess of 4.999.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock outstanding immediately after giving effect to (including for such purpose the shares of Common Stock issuable upon such exercise). For purposes of the preceding foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 7such purposes, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (and the “Exchange Act”)rules and regulations promulgated thereunder. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock issued by the CompanyStock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (I1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (II2) a more recent public announcement by the Company or (III3) any other notice by the Company or the Stock Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one two (2) Business Day Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company by the Holder and its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, any the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such noticenotice (but in any event not in excess of 9.99%); provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. For purposes The provisions of this Warrant, “Affiliate” means, paragraph shall be construed and implemented in a manner otherwise than in strict conformity with respect to any person or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction terms of the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwise. The limitations contained in this Section 7 shall apply 3.05 to a successor Holder of correct this Warrantparagraph (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.

Limitation on Exercise. The Company shall not effect Notwithstanding anything to the exercise of contrary set forth in this Warrant, and at no time may a Registered Holder of this Warrant exercise any portion of this Warrant if the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (together with such Holder’s Affiliates (as defined below)) would beneficially own in excess number of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to be issued pursuant to such exercise. For purposes of the preceding sentenceexercise would exceed, the aggregate number of when aggregated with all other shares of Common Stock beneficially owned by such Registered Holder and its Affiliates shall include at such time, the number of shares of Common Stock which would result in such Registered Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a Registered Holder of this Warrant providing the Company with sixty-one (61) days notice (pursuant to Section 10 hereof) (the "Waiver Notice") that such Registered Holder would like to waive this Section 1(e) with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 1(e) will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) days immediately preceding the expiration of the term of this Warrant. [Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Registered Holder of this Warrant exercise any portion of this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with respect to which all other shares of Common Stock beneficially owned by such Registered Holder at such time, the determination number of such sentence is being made, but shall exclude shares of Common Stock which would be issuable result in such Registered Holder beneficially owning (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates (including, without limitation, any convertible notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 7, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act and the rules thereunder) in excess of 1934, as amended (9.99% of the “Exchange Act”). For purposes of this Warrant, in determining the number of then issued and outstanding shares of Common Stock issued by the Company, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (I) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (II) a more recent public announcement by the Company or (III) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. By written notice to the Company, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of this Warrant, “Affiliate” means, with respect to any person or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction of the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwise. The limitations contained in this Section 7 shall apply to a successor Holder of this Warrant.Stock.]1

Limitation on Exercise. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, Notwithstanding anything to the extent that after giving effect to such exercisecontrary contained herein, such Holder (together with such Holder’s Affiliates (as defined below)) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the preceding sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable that may be acquired by the Registered Holder upon any exercise of this Warrant with (or otherwise in respect hereof) shall be limited to which the determination extent necessary to insure that, following such exercise (or other issuance), the total number of such sentence is being made, but shall exclude shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant then beneficially owned by such Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Registered Holder and its Affiliates (including, without limitation, as defined below) and any convertible notes or warrantsother Persons (as defined below) subject to a limitation on conversion or exercise analogous to whose beneficial ownership of Common Stock would be aggregated with the limitation contained herein. Except as set forth in the preceding sentence, Registered Holder’s for purposes of this Section 7, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes , does not exceed 4.999% of this Warrant, in determining the total number of issued and outstanding shares of Common Stock issued by (including for such purpose the Company, the Holder may rely on the number of outstanding shares of Common Stock as reflected issuable upon such exercise). For such purposes, beneficial ownership shall be determined in (Iaccordance with Section 13(d) of the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Exchange Act and the Securities rules and Exchange Commission, as the case may be, (II) regulations promulgated thereunder. Each delivery of a more recent public announcement purchase form hereunder will constitute a representation by the Company or (III) any other notice by Registered Holder that it has evaluated the Company setting limitation set forth in this paragraph and determined that issuance of the full number of Warrant Shares requested in such purchase form is permitted under this paragraph. This provision shall not restrict the number of shares of Common Stock outstanding. For any reason at any time, upon which a Registered Holder may receive or beneficially own in order to determine the written amount of securities or oral request other consideration that such Registered Holder may receive in the event of the Holder, a merger or other business combination or reclassification involving the Company shall within one Business Day confirm orally and as contemplated in writing to the Holder the number Section 2(e) of shares of Common Stock then outstandingthis Warrant. By written notice to the Company, any Holder This restriction may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Companywaived. For purposes of this WarrantSection 1(d), “Affiliate” meansmeans any Person that, with respect to any person or entity, any other person or entity directly or indirectly, indirectly through one or more intermediaries, controlling, controls or is controlled by or is under direct or indirect common control with a Person as such specified person terms are used in and construed under Rule 144. With respect to a Registered Holder, any investment fund or entity, where ‘control’ means managed account that is managed on a discretionary basis by the power same investment manager as such Registered Holder will be deemed to manage or direct or cause the direction of the management and policies be an Affiliate of such person or entity, directly or indirectly, whether through the ownership Purchaser. For purposes of voting stock, by contract or otherwise. The limitations contained in this Section 7 shall apply to a successor Holder 1(d), “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of this Warrantany kind.

Limitation on Exercise. The Company shall not effect the any exercise of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2.1, Section 2.2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, such Holder (together with such Holder’s Affiliates (affiliates, and any other person or entity acting as defined belowa group together with such Holder or any of such Holder’s affiliates)) , as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.99% the Beneficial Ownership Limitation (the “Maximum Percentage”as defined below); provided, however, that this provision shall not apply (i) as specifically provided in this Warrant as an exception to this provision or (ii) while there is outstanding a tender offer for any or all of the shares of the Company’s Common Stock outstanding immediately after giving effect to such exerciseStock. For purposes of the preceding foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the that such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (iA) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by such Holder and or any of its Affiliates affiliates and (iiB) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates (including, without limitation, any convertible notes or warrantsother Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 72.3, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.3 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder together with any affiliates) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the “Exchange Act”)Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2.3, in determining the number of outstanding shares of Common Stock issued by the CompanyStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ix) the Company’s most recent Form 10-K, Q or Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange CommissionK, as the case may be, (IIy) a more recent public announcement by the Company or or, if more recent, (IIIz) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one Business Day two (2) Trading Days confirm orally and in writing to the such Holder the number of shares of Common Stock then outstanding. By written notice 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, any including this Warrant, by such Holder may from time to time increase or decrease its affiliates since the Maximum Percentage to any other percentage specified in date as of which such notice; provided that any such increase will not number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be effective until 4.99% of the sixty-first (61st) day number of shares of the Common Stock outstanding immediately after such notice is delivered giving effect to the Company. For purposes issuance of shares of Common Stock issuable upon exercise of this Warrant, “Affiliate” means, . The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with respect the terms of this Section 2.3 to correct this paragraph (or any person portion hereof) which may be defective or entity, any other person inconsistent with the intended Beneficial Ownership Limitation herein contained or entity directly to make changes or indirectly, through one supplements necessary or more intermediaries, controlling, controlled by or under direct or indirect common control with desirable to properly give effect to such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction of the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwiselimitation. The limitations contained in this Section 7 paragraph shall apply to a successor Holder holder of this Warrant.

Limitation on Exercise. The Company shall not effect the any exercise of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2.1, Section 2.2 or otherwise, to the extent that after giving effect to such exerciseissuance after exercise as set forth on the applicable Notice of Exercise, such Holder (together with such Holder’s Affiliates ('s Affiliates, and any other person or entity acting as defined belowa group together with such Holder or any of such Holder's Affiliates)) , as set forth on the applicable Notice of Exercise, would beneficially own in excess of 4.99% the Beneficial Ownership Limitation (the “Maximum Percentage”as defined below); provided, however, that this provision shall not apply (i) as specifically provided in this Warrant as an exception to this provision or (ii) while there is outstanding a tender offer for any or all of the shares of the Company's Common Stock outstanding immediately after giving effect to such exerciseStock. For purposes of the preceding foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the that such determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (iA) exercise of the remaining, unexercised non-exercised portion of this Warrant beneficially owned by such Holder and or any of its Affiliates and (iiB) exercise or conversion of the unexercised or unconverted non-converted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates (including, without limitation, any convertible notes or warrantsother Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 72.3, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities 1934 Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.3 applies, the determination of 1934whether this Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder's determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the “Exchange Act”)1934 Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 2.3, in determining the number of outstanding shares of Common Stock issued by the CompanyStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ix) the Company’s 's most recent Form 10-K, QSB or Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange CommissionKSB, as the case may be, (IIy) a more recent public announcement by the Company or or, if more recent, (IIIz) any other notice by the Company or the Company's transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon Upon the written or oral request of the Holder, the Company shall within one Business Day two (2) Trading Days confirm orally and in writing to the such Holder the number of shares of Common Stock then outstanding. By written notice 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, any including this Warrant, by such Holder may from time to time increase or decrease its Affiliates since the Maximum Percentage to any other percentage specified in date as of which such notice; provided that any such increase will not number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be effective until 4.99% of the sixty-first (61st) day number of shares of the Common Stock outstanding immediately after such notice is delivered giving effect to the Company. For purposes issuance of shares of Common Stock issuable upon exercise of this Warrant, “Affiliate” means, . The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with respect the terms of this Section 2.3 to correct this paragraph (or any person portion hereof) which may be defective or entity, any other person inconsistent with the intended Beneficial Ownership Limitation herein contained or entity directly to make changes or indirectly, through one supplements necessary or more intermediaries, controlling, controlled by or under direct or indirect common control with desirable to properly give effect to such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction of the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwiselimitation. The limitations contained in this Section 7 paragraph shall apply to a successor Holder holder of this Warrant.

Limitation on Exercise. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, Notwithstanding anything to the extent that after giving effect to such exercisecontrary contained herein, such Holder (together with such Holder’s Affiliates (as defined below)) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the preceding sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable that may be acquired by the Holder upon any exercise of this Warrant with (or otherwise in respect hereof) shall be limited to which the determination extent necessary to insure that, following such exercise (or other issuance), the total number of such sentence is being made, but shall exclude shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company then beneficially owned by such Holder and its Affiliates (including, without limitation, as defined below) and any convertible notes or warrants) subject to a limitation on conversion or exercise analogous to other Persons whose beneficial ownership of Common Stock would be aggregated with the limitation contained herein. Except as set forth in the preceding sentence, Holder's for purposes of this Section 713(d) of the Exchange Act, does not exceed 4.999% (the "MAXIMUM PERCENTAGE") of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder. As used herein with respect to any Holder, "Affiliate" means any Person that controls, is controlled by, or is under common control with, such Holder. Each delivery of 1934, as amended (an Exercise Notice hereunder will constitute a representation by the “Exchange Act”). For purposes Holder that it has evaluated the limitation set forth in this paragraph and determined that issuance of this Warrant, in determining the full number of outstanding shares of Common Stock issued by the Company, the Holder may rely on the number of outstanding shares of Common Stock as reflected Warrant Shares requested in (I) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities such Exercise Notice is permitted under this paragraph and Exchange Commission, as the case may be, (II) a more recent public announcement by the Company or (III) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Business Day confirm orally and in writing have no obligation to determine whether an exercise of this Warrant meets the Maximum Percentage owned by the Holder the number of shares of Common Stock then outstandingand its Affiliates. By written notice to the Company, any the Holder may from time to time waive the provisions of this Section or increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that , but (i) any such waiver or increase will not be effective until the sixty-first (61st) 61st day after such notice is delivered to the Company. For purposes of this Warrant, “Affiliate” means, with respect and (ii) any such waiver or increase or decrease will apply only to the Holder and not to any person or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction holder of the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwise. The limitations contained in this Section 7 shall apply to a successor Holder of this WarrantWarrants.

Limitation on Exercise. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder Person (together with such HolderPerson’s Affiliates (as defined below)affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise unless the Holder provides the Company with 61 days’ prior notice of his desire to exercise this Warrant notwithstanding the fact that after giving effect to such exercise the Holder (together with his affiliates) would beneficially own in excess of the Maximum Percentage immediately after giving effect to such exercise. For purposes of the preceding foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder Person and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder Person and its Affiliates affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder Person and its Affiliates affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 7paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Warrant, in determining the number of outstanding shares of Common Stock issued by the CompanyStock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in the most recent of (I1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (II2) a more recent public announcement by the Company or (III3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one two (2) Business Day Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, any the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 4.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder. For purposes The provisions of this Warrant, “Affiliate” means, paragraph shall be construed and implemented in a manner otherwise than in strict conformity with respect to any person or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction terms of the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwise. The limitations contained in this Section 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.” Section (p) “Registration Rights of Holder” shall apply to a successor Holder of this Warrantbe relabeled as Section “(q).”

Limitation on Exercise. The Company shall not effect the any exercise of this Warrant, and the a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2.3 or otherwise, to the extent that after giving effect to such issuance after exercise, such Holder (together with such Holder’s Affiliates (affiliates, and any other person or entity acting as defined belowa group together with such Holder or any of such Holder’s affiliates)) , as set forth on the applicable Exercise Notice, would beneficially own in excess of 4.99% the Beneficial Ownership Limitation (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exerciseas defined below). For purposes of the preceding foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its Affiliates affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable (but have not been issued or deemed issued) upon (iA) exercise of the remaining, unexercised nonexercised portion of this Warrant beneficially owned by such Holder and or any of its Affiliates affiliates and (iiB) exercise or conversion of the unexercised or unconverted nonconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates (including, without limitation, any convertible notes other Preferred Stock or warrantsWarrants) subject to a limitation on conversion or exercise analogous to the limitation contained hereinherein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 71.2, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by a Holder that the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of 1934the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 1.2 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Exercise Notice shall be deemed to be each Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as amended (to any group status as contemplated above shall be determined in accordance with Section 13(d) of the “Exchange Act”)Act and the rules and regulations promulgated thereunder. For purposes of this WarrantSection 1.2, in determining the number of outstanding shares of Common Stock issued by the CompanyStock, the a Holder may rely on the number of outstanding shares of Common Stock as reflected in (Ix) the Company’s most recent Form 10-K, Q or Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange CommissionK, as the case may be, (IIy) a more recent public announcement by the Company or (IIIz) any other notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon Upon the written or oral request of the a Holder, the Company shall within one Business Day two Trading Days confirm orally and in writing to the such Holder the number of shares of Common Stock then outstanding. By written notice 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, any including this Warrant, by such Holder may from time to time increase or decrease its affiliates since the Maximum Percentage to any other percentage specified in date as of which such notice; provided that any such increase will not number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be effective until 4.99% of the sixty-first (61st) day number of shares of the Common Stock outstanding immediately after such notice is delivered giving effect to the Company. For purposes issuance of shares of Common Stock issuable upon exercise of this Warrant, “Affiliate” means, . The provisions of this paragraph shall be implemented in a manner not otherwise than in strict conformity with respect the terms of this Section 1.2 to correct this paragraph (or any person portion hereof) which may be defective or entity, any other person inconsistent with the intended Beneficial Ownership Limitation herein contained or entity directly to make changes or indirectly, through one supplements necessary or more intermediaries, controlling, controlled by or under direct or indirect common control with desirable to properly give effect to such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction of the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwiselimitation. The limitations contained in this Section 7 paragraph shall apply to a successor Holder holder of this Warrant.

Limitation on Exercise. The Company shall not effect Notwithstanding anything to the exercise of contrary set forth in this Warrant, and at no time may a Registered Holder of this Warrant exercise any portion of this Warrant if the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (together with such Holder’s Affiliates (as defined below)) would beneficially own in excess number of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to be issued pursuant to such exercise. For purposes of the preceding sentenceexercise would exceed, the aggregate number of when aggregated with all other shares of Common Stock beneficially owned by such Registered Holder and its Affiliates shall include at such time, the number of shares of Common Stock which would result in such Registered Holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a Registered Holder of this Warrant providing the Company with sixty-one (61) days notice (pursuant to Section 10 hereof) (the “Waiver Notice”) that such Registered Holder would like to waive this Section 1(e) with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 1(e) will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) days immediately preceding the expiration of the term of this Warrant. [Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Registered Holder of this Warrant exercise any portion of this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with respect to which all other shares of Common Stock beneficially owned by such Registered Holder at such time, the determination number of such sentence is being made, but shall exclude shares of Common Stock which would be issuable result in such Registered Holder beneficially owning (but have not been issued or deemed issued) upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates (including, without limitation, any convertible notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 7, beneficial ownership shall be calculated determined in accordance with Section 13(d) of the Securities Exchange Act and the rules thereunder) in excess of 1934, as amended (9.99% of the “Exchange Act”). For purposes of this Warrant, in determining the number of then issued and outstanding shares of Common Stock issued by the Company, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (I) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (II) a more recent public announcement by the Company or (III) any other notice by the Company setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. By written notice to the Company, any Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of this Warrant, “Affiliate” means, with respect to any person or entity, any other person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under direct or indirect common control with such specified person or entity, where ‘control’ means the power to manage or direct or cause the direction of the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting stock, by contract or otherwise. The limitations contained in this Section 7 shall apply to a successor Holder of this Warrant.Stock.]1