Common use of Limitations on Exercises Clause in Contracts

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of this Warrant, and this Warrant shall not be exercisable by the Holder to the extent (but only to the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Percentage”) of the outstanding Common Shares. To the extent the above limitation applies, the determination of whether the Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities owned by Holder) and of which Warrants shall be exercisable (as among Warrants) shall, subject to the Applicable Percentage limitation, be determined on the basis of first submission to the Company for conversion or exercise or exchange, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Company (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f), 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 the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(f) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) Notwithstanding anything to the contrary contained herein, the Holder and the Company agree that the total number of shares of Common Stock issuable pursuant to the terms of this Warrant and the other warrants issued in connection with the Third Amendment (together with this Warrant, the “Third Amendment Warrants”), together with the total number of shares of Common Stock issued pursuant to Section 4.11 of the stock purchase agreement, dated October 10, 2023 (the “Cleveland Avenue Purchase Agreement”), by and between the Company and Presto CA LLC (“Cleveland Avenue”), may not waive this Section 1(f)(iexceed the requirements of Nasdaq Listing Rule 5635(d) without (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Approval (defined below). If the consent aggregate number of shares of Common Stock issued to the holders of a majority of the Common Shares. The submission of an Exercise Notice by Third Amendment Warrants and Cleveland Avenue reaches the Holder shall be deemed Nasdaq 19.99% Cap, so as not to constitute a certification by violate the Holder that the issuance to the Holder of the number of Common Shares specified 20% limit established in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on XxxxxListing Rule 5635(d), and the Company shall as soon as reasonably practicable take all action necessary to obtain stockholder approval of the issuance of additional shares of Common Stock issuable upon the exercise of the Third Amendment Warrants and pursuant to the terms of the Cleveland Avenue Purchase Agreement, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”). Without limiting the generality of the foregoing sentence, as soon as reasonably practicable after the date of the application of the Nasdaq 19.99% Cap, but in no event later than seventy-five (75) days after such occurrence, the Company shall hold a meeting of its stockholders to seek the Approval. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit the Approval and to cause its board of directors to recommend to the stockholders that they provide the Approval. Until Approval is obtained, (i) increases to the Warrant Shares pursuant to Section 2(b) hereof and (ii) issuances of Common Stock pursuant to Section 4.11 of the Cleveland Avenue Purchase Agreement shall be entitled made between (x) the holders of the Third Amendment Warrants, and (y) Cleveland Avenue as nearly as possible on a pro rata basis based on the total amount of shares of Common Stock issued or issuable to rely on such deemed certification in issuing such party (i.e. at any given time, the amount of Third Amendment Warrants (without regard to the Maximum Percentage limitation herein, but subject to the Nasdaq 19.99% Cap) which may be exercised is equal to two (2) times the sum of (i) the shares of Common Shares without further inquiryStock originally issued pursuant to the Cleveland Avenue Purchase Agreement and (ii) the shares issued pursuant to Section 4.11 thereof).

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Company (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section ‎1(f). For purposes of this Section ‎1(f), 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 the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section ‎1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i‎1(f) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section ‎1(f) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) Notwithstanding anything to the contrary contained herein, the Holder and the Company agree that the total number of shares of Common Stock issuable pursuant to the terms of this Warrant and the other warrants issued in connection with the Third Amendment (together with this Warrant, the “Third Amendment Warrants”), together with the total number of shares of Common Stock issued pursuant to Section 4.11 of the stock purchase agreement, dated October 10, 2023 (the “Cleveland Avenue Purchase Agreement”), by and between the Company and Presto CA LLC (“Cleveland Avenue”), may not waive this Section 1(f)(iexceed the requirements of Nasdaq Listing Rule 5635(d) without (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Approval (defined below). If the consent aggregate number of shares of Common Stock issued to the holders of a majority of the Common Shares. The submission of an Exercise Notice by Third Amendment Warrants and Cleveland Avenue reaches the Holder shall be deemed Nasdaq 19.99% Cap, so as not to constitute a certification by violate the Holder that the issuance to the Holder of the number of Common Shares specified 20% limit established in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on XxxxxListing Rule 5635(d), and the Company shall as soon as reasonably practicable take all action necessary to obtain stockholder approval of the issuance of additional shares of Common Stock issuable upon the exercise of the Third Amendment Warrants and pursuant to the terms of the Cleveland Avenue Purchase Agreement, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”). Without limiting the generality of the foregoing sentence, as soon as reasonably practicable after the date of the application of the Nasdaq 19.99% Cap, but in no event later than seventy-five (75) days after such occurrence, the Company shall hold a meeting of its stockholders to seek the Approval. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit the Approval and to cause its board of directors to recommend to the stockholders that they provide the Approval. Until Approval is obtained, (i) increases to the Warrant Shares pursuant to Section 2(b) hereof and (ii) issuances of Common Stock pursuant to Section 4.11 of the Cleveland Avenue Purchase Agreement shall be entitled made between (x) the holders of the Third Amendment Warrants, and (y) Cleveland Avenue as nearly as possible on a pro rata basis based on the total amount of shares of Common Stock issued or issuable to rely on such deemed certification in issuing such party (i.e. at any given time, the amount of Third Amendment Warrants (without regard to the Maximum Percentage limitation herein, but subject to the Nasdaq 19.99% Cap) which may be exercised is equal to two (2) times the sum of (i) the shares of Common Shares without further inquiryStock originally issued pursuant to the Cleveland Avenue Purchase Agreement and (ii) the shares issued pursuant to Section 4.11 thereof).

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the (1) The Company shall not effect the exercise of this Warrant, and this Warrant the Holder shall not be exercisable by have the Holder right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (but only to the extent) that, if exercisable by together with such Holder, Holder, any of its affiliates, or ’s affiliates and any other party which may be deemed to be Persons acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(dtogether) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by such Person and its affiliates shall include the extent the above limitation applies, number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holdersuch Person 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 Person and of which Warrants shall be exercisable its affiliates (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise or exchangeanalogous to the limitation contained herein. Except as set forth in the preceding sentence, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the for purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it being acknowledged that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act, and Regulations 13D the Holder is solely responsible for any schedules required to be filed in accordance therewith. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) 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 G thereunderExchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) 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, where such request indicates that it is being made pursuant to this Warrant, the Company shall within two Trading 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 the Warrants, 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, the Holder may increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided, that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Company (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f), 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 the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(f) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) Notwithstanding anything to the contrary contained herein, the Holder and the Company agree that the total number of shares of Common Stock issuable pursuant to the terms of this Warrant and the other warrants issued in connection with the Forbearance Agreement (together with this Warrant, the “Forbearance Warrants”), together with the total number of shares of Common Stock issuable upon conversion of the Company’s Subordinated Convertible Notes (the “Notes”), sold by the Company on the date hereof to certain investors (the “Buyers”), may not waive this Section 1(f)(iexceed the requirements of Nasdaq Listing Rule 5635(d) without (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Approval (defined below). If the consent aggregate number of shares of Common Stock issued to the holders of a majority of the Common Shares. The submission of an Exercise Notice by Forbearance Warrants and the Holder shall be deemed Notes reaches the Nasdaq 19.99% Cap, so as not to constitute a certification by violate the Holder that the issuance to the Holder of the number of Common Shares specified 20% limit established in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on XxxxxListing Rule 5635(d), and the Company shall as soon as reasonably practicable take all action necessary to obtain stockholder approval of the issuance of additional shares of Common Stock issuable upon the exercise of the Forbearance Warrants and upon the conversion of the Notes, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”). Without limiting the generality of the foregoing sentence, as soon as reasonably practicable after the date of the application of the Nasdaq 19.99% Cap, but in no event later than seventy-five (75) days after such occurrence, the Company shall hold a meeting of its stockholders to seek the Approval. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit the Approval and to cause its board of directors to recommend to the stockholders that they provide the Approval. Until Approval is obtained, (i) increases to the Warrant Shares pursuant to Section 2(b) hereof and (ii) issuances of Common Stock pursuant to the conversion of the Notes shall be entitled made between (x) the holders of the Forbearance Warrants, and (y) the Buyers as nearly as possible on a pro rata basis based on the total amount of shares of Common Stock issued or issuable to rely on such deemed certification in issuing such Common Shares without further inquiryparty.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with that the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.994.9% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange Act, 1934 Act (as defined in the Securities Purchase Agreement) and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not waive this Section 1(f)(i) paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the Common Shares. The submission written or oral request of an Exercise Notice by the Holder Holder, the Company shall be deemed to constitute a certification by the Holder that the issuance within one (1) Business Day confirm orally and in writing to the Holder of the number of shares of Common Shares specified in Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquirySecurities Purchase Agreement.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Company (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section ‎1(f). For purposes of this Section ‎1(f), 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 the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section ‎1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i‎1(f) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section ‎1(f) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. (i) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with that the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Affiliates would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its Affiliates) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange Act, 1934 Act (as defined in the Securities Purchase Agreement) and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall not be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not amend or waive this Section 1(f)(i) paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the Common Shares. The submission written or oral request of an Exercise Notice by the Holder Holder, the Company shall be deemed to constitute a certification by the Holder that the issuance within one (1) Business Day confirm orally and in writing to the Holder of the number of shares of Common Shares specified in Stock then outstanding, including by virtue of any prior conversion or exercise or exchange of convertible or exercisable or exchangeable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquirySecurities Purchase Agreement.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Company (as among including, without limitation, any convertible notes or convertible preferred stock or warrants, including other Registered Warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f)(i). For purposes of this Section 1(f)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Registered Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f)(i) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with that the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.994.9% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange Act, 1934 Act (as defined in the Securities Purchase Agreement) and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not amend or waive this Section 1(f)(i) paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the Common Shares. The submission written or oral request of an Exercise Notice by the Holder Holder, the Company shall be deemed to constitute a certification by the Holder that the issuance within one (1) Business Day confirm orally and in writing to the Holder of the number of shares of Common Shares specified in Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquirySecurities Purchase Agreement.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with that the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange Act, 1934 Act (as defined in the Securities Purchase Agreement) and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not waive this Section 1(f)(i) paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the Common Shares. The submission written or oral request of an Exercise Notice by the Holder Holder, the Company shall be deemed to constitute a certification by the Holder that the issuance within one (1) Business Day confirm orally and in writing to the Holder of the number of shares of Common Shares specified in Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Exercise Notice will Securities Purchase Agreement. By written notice to the Company, any Holder may increase or decrease the Maximum Percentage to any other percentage not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the Applicable Percentage of the outstanding Common Shares (as the latter 61st day after such notice is set forth in delivered to the Company's latest Management's Discussion and Analysis filed on Xxxxx), and (ii) any such increase or decrease will apply only to the Company shall be entitled Holder sending such notice and not to rely on such deemed certification in issuing such Common Shares without further inquiryany other holder of SPA Warrants.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the (1) The Company shall not effect the exercise of this Warrant, and this Warrant the Holder shall not be exercisable by have the Holder right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (but only to the extent) that, if exercisable by together with such Holder, Holder, any of its affiliates, or ’s affiliates and any other party which may be deemed to be Persons acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(dtogether) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by such Person and its affiliates shall include the extent the above limitation applies, number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holdersuch Person 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 Person and of which Warrants shall be exercisable its affiliates (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise or exchangeanalogous to the limitation contained herein. Except as set forth in the preceding sentence, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the for purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it being acknowledged that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act, and Regulations 13D the Holder is solely responsible for any schedules required to be filed in accordance therewith. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) 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 G thereunderExchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) 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, where such request indicates that it is being made pursuant to this Warrant, the Company shall within two Trading 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 the Warrants, 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, the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the 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. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99% (the “Applicable "Maximum Percentage”") of the Common Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Common Shares. To Shares beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude Common Shares which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Company (as among including, without limitation, any convertible notes or convertible preferred shares or warrants, including other Registered Warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f)(i). For purposes of this Section 1(f)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Common Shares the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Common Shares outstanding (the "Reported Outstanding Share Number"). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Shares to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Registered Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f)(i) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the Common Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Common Shares. To Shares beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude Common Shares which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Company (as among including, without limitation, any convertible notes or convertible preferred shares or warrants, including other Registered Warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Common Shares the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Shares to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Registered Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) 1(f)to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Company (as among including, without limitation, any convertible notes or convertible preferred stock or warrants, including other Registered Warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Registered Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(f) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything Subject to the contrary contained hereinlast sentence of this Section 1(d), the Company shall not effect the exercise of this Warrant, and this Warrant the Holder shall not be exercisable by have the Holder right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (but only to the extent) that, if exercisable by together with such Holder, Holder, any of its affiliates, or ’s affiliates and any other party which may be deemed to be Persons acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(dtogether) of the Exchange Act would beneficially own in excess of 4.999.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by such Person and its affiliates shall include the extent the above limitation applies, number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holdersuch Person 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 Person and of which Warrants shall be exercisable its affiliates (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained herein. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) 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, where such request indicates that it is being made pursuant to this Warrant, the Company shall within one (1) Trading Day 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 the Warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(d) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(d) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in this Section 1(d) shall not apply to exercises of this Warrant that occur prior to and expressly in connection with the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry’s consummation of a Fundamental Transaction.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert that the Holder with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.999.98% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders 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 Shares Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock. Notwithstanding anything else set forth herein, in no event shall this Warrant be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice exercisable by the Holder shall be deemed to constitute a certification by the extent that the Holder that the issuance to the Holder with any of its affiliates would beneficially own in excess of 19.99% of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) shares of the Exchange Act beneficially owning Company’s Common Stock outstanding as of the Issue Date unless any issuances in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in foregoing limitation are approved by the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry’s common stockholders.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) (the “Applicable Maximum Percentage”) of the Common Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Common Shares. To Shares beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude Common Shares which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Company (as among including, without limitation, any convertible notes or convertible preferred stock or warrants, including other Registered Warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Common Shares the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Shares to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Registered Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(f) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with that the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.999.99% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders 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 Shares Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock. Notwithstanding anything else set forth herein, in no event shall this Warrant be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice exercisable by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in extent that the Holder or any of its affiliates for the purposes would beneficially own in excess of Section 13(d) 19.99% of the Exchange Act beneficially owning number of shares of the Company’s Common Stock outstanding as of the Issue Date unless any issuances in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in foregoing limitation are approved by the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry’s common stockholders.

Limitations on Exercises. Notwithstanding anything to the contrary contained hereinin the Warrant Agreement or this Warrant Certificate, the Company shall not effect the exercise of this Warrant, and Warrants represented by this Warrant Certificate shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, that after giving effect to such exercise the Holder (together with any of its affiliates, or any other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock. To the extent the above limitation applies, the determination of whether the Warrants represented by this Warrant Certificate shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be convertible, exercisable or exchangeable (as the case may be, as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the Warrants represented by this Warrant Certificate pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act, ”) and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of the Warrants represented by this WarrantWarrant Certificate. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not waive this Section 1(f)(i) paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the Common Shares. The submission written or oral request of an Exercise Notice by the Holder Holder, the Company shall be deemed to constitute a certification by the Holder that the issuance within one (1) Business Day confirm orally and in writing to the Holder of the number of shares of Common Shares specified in Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to the Exercise Notice will Warrants represented by this Warrant Certificate or securities issued pursuant to the Underwriting Agreement. By written notice to the Company and the Warrant Agent, any Holder may increase or decrease the Maximum Percentage to any other percentage not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the Applicable Percentage of the outstanding Common Shares (as the latter 61st day after such notice is set forth in delivered to the Company's latest Management's Discussion and Analysis filed on Xxxxx), and (ii) any such increase or decrease will apply only to the Company shall be entitled Holder sending such notice and not to rely on such deemed certification in issuing such Common Shares without further inquiryany other holder of Warrants.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the Common Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Common Shares. To Shares beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude Common Shares which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Company (as among including, without limitation, any convertible notes or convertible preferred shares or warrants, including other Registered Warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f)(i). For purposes of this Section 1(f)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Common Shares the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Shares to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Registered Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f)(i) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained hereinin this Option Agreement, the Company shall not effect the exercise of this Warrant, and this Warrant Option shall not be exercisable or exchangeable by the Holder Optionee hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with Holder that the Optionee or any of its affiliates for Affiliates (as defined in the purposes of Section 13(d1000 Xxx) of the Exchange Act would beneficially own in excess of 4.9919.99% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock. To the extent the above limitation applies, the determination of whether the Warrant this Option shall be exercisable or exchangeable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Optionee or any of its Affiliates) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Optionee) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the Warrant or exchange this Option pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisabilityexercisability or exchangeability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Optionee of this WarrantOption. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not amend or waive this Section 1(f)(i) paragraph without the consent of holders of a majority approval of the Common Shares. The submission Company’s board of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder directors; provided that the issuance Optionee must abstain from participating in such approval in the event Optionee is a director at such time. For any reason at any time, upon the written or oral request of the Optionee, the Company shall within one (1) Business Day confirm orally and in writing to the Holder of Optionee the number of shares of Common Shares specified in the Exercise Notice will not result in the Holder Stock then outstanding, including by virtue of any prior conversion or any exercise or exchange of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding convertible or exercisable or exchangeable securities into Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx)Stock, and the Company shall be entitled including, without limitation, pursuant to rely on such deemed certification in issuing such Common Shares without further inquirythis Option Agreement.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this WarrantRight, and this Warrant the Holder shall not have the right to exercise any portion of this Right, pursuant to the terms and conditions of this Right and any such exercise shall be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Right with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the Warrant shall be exercisable (vis-a-vis other convertibleremaining, exercisable or exchangeable securities unexercised portion of this Right beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Company (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f)(i). For purposes of this Section 1(f)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Right without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Right Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such exercise is reduced, the “Reduction Shares”). 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 or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Right, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Right results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Rights that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Right in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the Warrant this Right pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f)(i) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiryRight.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the (1) The Company shall not effect the exercise of this Warrant, and this Warrant the Holder shall not be exercisable by have the Holder right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (but only to the extent) that, if exercisable by together with such Holder, Holder, any of its affiliates, or ’s affiliates and any other party which may be deemed to be Persons acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(dtogether) of the Exchange Act would beneficially own in excess of 4.999.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by such Person and its affiliates shall include the extent the above limitation applies, number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holdersuch Person 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 Person and of which Warrants shall be exercisable its affiliates (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise or exchangeanalogous to the limitation contained herein. Except as set forth in the preceding sentence, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the for purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it being acknowledged that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act, and Regulations 13D the Holder is solely responsible for any schedules required to be filed in accordance therewith. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) 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 G thereunderExchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) 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, where such request indicates that it is being made pursuant to this Warrant, the Company shall within two Trading 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 the Warrants, 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, the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided, that (i) any such increase will not be effective until the 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. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Company (as among including, without limitation, any convertible notes or convertible preferred stock or warrants, including other SPA Warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f)(i). For purposes of this Section 1(f)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of SPA Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f)(i) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the (i) The Company shall not effect the exercise of this Warrant, and this Warrant the Holder shall not be exercisable by have the Holder right to exercise this Warrant, to the extent that after giving effect to such exercise, such Person (but only to the extenttogether with such Person’s affiliates) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by such Person and its affiliates shall include the extent the above limitation applies, number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holdersuch Person and its affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and of which Warrants shall be exercisable its affiliates (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise or exchangeanalogous to the limitation contained herein. Except as set forth in the preceding sentence, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the for purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined calculated in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder For purposes of this Warrant. The holders , in determining the number of outstanding shares of Common Shares Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) 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 (the “SEC”), as the case may be, (2) a more recent public announcement by the Company or (3) 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, where such request indicates that it is being made pursuant to this Warrant, the Company shall within two Business 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 third party beneficiaries determined after giving effect to the conversion or exercise of this Section 1(f)(i) and securities of the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to constitute a certification by the Company, the Holder that may increase or decrease the issuance Maximum Percentage to the Holder of the number of Common Shares specified in the Exercise Notice will any other percentage not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of 4.99% specified in such notice; provided, that any such increase will not be effective until the Applicable Percentage of the outstanding Common Shares (as the latter 61st day after such notice is set forth in delivered to the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, that after giving effect to such exercise the Holder (together with any of its affiliates, or any other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be convertible, exercisable or exchangeable (as the case may be, as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange Act, Act (as defined in the Purchase Agreement) and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph Section 1.5 shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) 1.5 to correct this paragraph Section 1.5 (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not waive this Section 1(f)(i) paragraph without the consent of holders of a 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 SharesStock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Securities Purchase Agreement. The submission At any time the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of an Exercise Notice 9.99% as specified in a written notice by the Holder shall to the Company (subject to the Company’s consent to any such increase, not to be deemed unreasonably withheld); provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to constitute a certification by the Holder that the issuance Company, and (ii) any such increase or decrease will apply only to the Holder sending such notice and not to any other holder of the number Warrants of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquirylike tenor.

Limitations on Exercises. (i) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) thatthat after giving effect to such issuance after exercise, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with such Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the number of shares of Common Stock outstanding Common Sharesimmediately after giving effect to such issuance. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders 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 Shares shall be third party beneficiaries Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock. The provisions of this Section 1(f)(i2(h)(i) and may be waived by such Holder, at the Company may election of such Holder, upon not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance less than 61 days’ prior notice to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company provisions of this Section 2(h)(i) shall continue to apply until such 61st day (or such later date, as determined by such Holder, as may be entitled specified in such notice of waiver). At 12:00 a.m., New York Time, on the 62nd day following the provision of the notice referred to rely on such deemed certification in issuing such Common Shares without further inquirythe preceding sentence, the exercise limitation set forth above shall expire.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by the Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% [4.9%][9.9%] (the “Applicable Maximum Percentage”) of the outstanding shares of Common SharesStock. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by the Holder) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined by the Holder in accordance with Section 13(d) of the Exchange Act, 1934 Act (as defined in the Securities Purchase Agreement) and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not waive this Section 1(f)(i) paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within two (2) Business Days confirm orally and in writing to the Holder the number of shares of Common SharesStock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Securities Purchase Agreement. The submission [By written notice to the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.9% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of SPA Warrants.][HOLDER MAY ELECT WHICH BRACKETED PROVISIONS APPLY PRIOR TO ISSUANCE] Each delivery of an Exercise Notice by the Holder shall be deemed to will constitute a certification representation by the Holder that it has evaluated the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is limitation set forth in this paragraph and determined that issuance of the Company's latest Management's Discussion and Analysis filed on Xxxxx), and full number of Warrant Shares requested by the Company shall be entitled to rely on Holder in such deemed certification in issuing such Common Shares without further inquiryExercise Notice is permitted under this paragraph.

Limitations on Exercises. (i) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with that the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange Act, 1934 Act (as defined in the Securities Purchase Agreement) and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not waive this Section 1(f)(i) paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the Common Shares. The submission written or oral request of an Exercise Notice by the Holder Holder, the Company shall be deemed to constitute a certification by the Holder that the issuance within one (1) Business Day confirm orally and in writing to the Holder of the number of shares of Common Shares specified in Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Exercise Notice will Securities Purchase Agreement. By written notice to the Company, any Holder may increase or decrease the Maximum Percentage to any other percentage not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the Applicable Percentage of the outstanding Common Shares (as the latter 61st day after such notice is set forth in delivered to the Company's latest Management's Discussion and Analysis filed on Xxxxx), and (ii) any such increase or decrease will apply only to the Company shall be entitled Holder sending such notice and not to rely on such deemed certification in issuing such Common Shares without further inquiryany other holder of SPA Warrants.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) thatthat after giving effect to such issuance after exercise, if exercisable by Holder, Holder, such Holder or any of its affiliates, or any other party which may be deemed to be acting as a group result of such exercise, would beneficially own in concert excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company, in both cases which are subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Warrants) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for the purposes of this Section 2(g), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (and the “Applicable Percentage”) of the outstanding Common Sharesrules and regulations promulgated thereunder. To the extent that the above limitation contained in this Section 2(g) applies, the determination of whether the this Warrant shall be is exercisable (vis-a-vis in relation to other convertible, exercisable or exchangeable securities owned by Holderthe Holder together with any Affiliates) and of which Warrants such securities shall be 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 may be exercised (as among Warrants) shallin relation to other securities owned by the Holder together with any Affiliates), in each case subject to the Applicable Percentage limitation, be determined on the basis of first submission to the Company for conversion or exercise or exchange, as the case may beBeneficial Ownership Limitation. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For To ensure compliance with this restriction, the purposes Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such notification has not violated the restrictions set forth in this paragraphparagraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, beneficial ownership and all determinations and calculations, including without limitation, with respect a determination as to calculations of percentage ownership, any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act, Act and Regulations 13D the rules and G regulations promulgated thereunder. For purposes of this Section 2(g), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of 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 or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(g), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation provisions of this Section 2(g) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i2(g) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation Beneficial Ownership Limitation contained herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, that after giving effect to such exercise the Holder (together with any of its affiliates, or any other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be convertible, exercisable or exchangeable (as the case may be, as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Securities Exchange Act (the “Exchange Act, ”) and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not waive this Section 1(f)(i) paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the Common Shares. The submission written or oral request of an Exercise Notice by the Holder Holder, the Company shall be deemed to constitute a certification by the Holder that the issuance within one (1) Business Day confirm orally and in writing to the Holder of the number of shares of Common Shares specified in Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Exercise Notice will Underwriting Agreement. By written notice to the Company, any holder may increase or decrease the Maximum Percentage to any other percentage not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the Applicable Percentage of the outstanding Common Shares (as the latter 61st day after such notice is set forth in delivered to the Company's latest Management's Discussion and Analysis filed on Xxxxx), and (ii) any such increase or decrease will apply only to the Company shall be entitled Holder sending such notice and not to rely on such deemed certification in issuing such Common Shares without further inquiryany other holder of warrants.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with that the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.994.9% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by the Holder) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange Act, 1934 Act (as defined in the Securities Purchase Agreement) and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not waive this Section 1(f)(i) paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the Common Shares. The submission written or oral request of an Exercise Notice by the Holder Holder, the Company shall be deemed to constitute a certification by the Holder that the issuance within one (1) Business Day confirm orally and in writing to the Holder of the number of shares of Common Shares specified in Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquirySecurities Purchase Agreement.

Limitations on Exercises. (i) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with that the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Affiliates would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its Affiliates) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange Act, Act (as defined in the Securities Purchase Agreement) and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall not be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not amend or waive this Section 1(f)(i) paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the Common Shares. The submission written or oral request of an Exercise Notice by the Holder Holder, the Company shall be deemed to constitute a certification by the Holder that the issuance within one (1) Business Day confirm orally and in writing to the Holder of the number of shares of Common Shares specified in Stock then outstanding, including by virtue of any prior conversion or exercise or exchange of convertible or exercisable or exchangeable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquirySecurities Purchase Agreement.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the (1) The Company shall not effect the exercise of this Warrant, and this Warrant the Holder shall not be exercisable by have the Holder right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (but only to the extent) that, if exercisable by together with such Holder, Holder, any of its affiliates, or ’s affiliates and any other party which may be deemed to be Persons acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(dtogether) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the shares of Class A Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Class A Common Shares. To Stock beneficially owned by such Person and its affiliates shall include the extent the above limitation applies, number of shares of Class A Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Class A Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holdersuch Person 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 Person and of which Warrants shall be exercisable its affiliates (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise or exchangeanalogous to the limitation contained herein. Except as set forth in the preceding sentence, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the for purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it being acknowledged that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunderthe Holder is solely responsible for any schedules required to be filed in accordance therewith. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder For purposes of this Warrant, in determining the number of outstanding shares of Class A Common Stock, the Holder may rely on the number of outstanding shares of Class A Common Stock as reflected in (1) the Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Class A Common Stock outstanding. The holders For any reason at any time, upon the written or oral request of the Holder, where such request indicates that it is being made pursuant to this Warrant, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Class A Common Shares Stock then outstanding. In any case, the number of outstanding shares of Class A Common Stock shall be third party beneficiaries determined after giving effect to the conversion or exercise of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority securities of the Common Shares. The submission of an Exercise Notice Company, including the Warrants, by the Holder shall be deemed and its affiliates since the date as of which such number of outstanding shares of Class A Common Stock was reported. By written notice to constitute a certification by the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided, that (i) any such increase will not be effective until the issuance 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiryWarrants.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert that the Holder together with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock after giving effect to such exercise. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange Act, 1934 Act (as defined in the Securities Purchase Agreement) and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not waive this Section 1(f)(i) paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the Common Shares. The submission written or oral request of an Exercise Notice by the Holder Holder, the Company shall be deemed to constitute a certification by the Holder that the issuance within one (1) Business Day confirm orally and in writing to the Holder of the number of shares of Common Shares specified in Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Exercise Notice will Securities Purchase Agreement. [By written notice to the Company, any Holder may increase or decrease the Maximum Percentage to any other percentage not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the Applicable Percentage of the outstanding Common Shares (as the latter 61st day after such notice is set forth in delivered to the Company's latest Management's Discussion and Analysis filed on Xxxxx), and (ii) any such increase or decrease will apply only to the Company shall be entitled Holder sending such notice and not to rely on such deemed certification in issuing such Common Shares without further inquiry.any other holder of SPA Warrants.]2]

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of this Warrant, and this Warrant the Holder shall not be exercisable by have the Holder right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (but only to the extent) that, if exercisable by together with such Holder, Holder, any of its affiliates, or ’s affiliates and any other party which may be deemed to be Persons acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(dtogether) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by such Person and its affiliates shall include the extent the above limitation applies, number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holdersuch Person 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 Person and of which Warrants shall be exercisable its affiliates (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise or exchangeanalogous to the limitation contained herein. Except as set forth in the preceding sentence, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the for purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it being acknowledged that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunderthe Holder is solely responsible for any schedules required to be filed in accordance therewith. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder For purposes of this Warrant. The holders , in determining the number of outstanding shares of Common Shares Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) 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, where such request indicates that it is being made pursuant to this Warrant, the Company shall within one (1) Trading Day 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 third party beneficiaries determined after giving effect to the conversion or exercise of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority securities of the Common Shares. The submission of an Exercise Notice Company, including the Warrants, by the Holder shall be deemed and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to constitute a certification by the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided, that (i) any such increase will not be effective until the issuance 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiryWarrants.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the (1) The Company shall not effect the exercise of this Warrant, and this Warrant the Holder shall not be exercisable by have the Holder right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (but only to the extent) that, if exercisable by together with such Holder, Holder, any of its affiliates, or ’s affiliates and any other party which may be deemed to be Persons acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(dtogether) of the Exchange Act would beneficially own in excess of 4.999.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by such Person and its affiliates shall include the extent the above limitation applies, number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holdersuch Person 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 Person and of which Warrants shall be exercisable its affiliates (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise or exchangeanalogous to the limitation contained herein. Except as set forth in the preceding sentence, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the for purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it being acknowledged that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act, and Regulations 13D the Holder is solely responsible for any schedules required to be filed in accordance therewith. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) 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 G thereunderExchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) 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, where such request indicates that it is being made pursuant to this Warrant, the Company shall within five Trading 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 the Warrants, 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, the Holder may increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided, that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert that the Holder together with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock after giving effect to such exercise. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange ActSecurities Act of 1934, as amended, and Regulations 13D the rules and G thereunderregulations promulgated thereunder (the “1934 Act”). The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not waive this Section 1(f)(i) paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the Common Shares. The submission written or oral request of an Exercise Notice by the Holder Holder, the Company shall be deemed to constitute a certification by the Holder that the issuance within one (1) Business Day confirm orally and in writing to the Holder of the number of shares of Common Shares specified in Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Exercise Notice will Securities Purchase Agreement. By written notice to the Company, any Holder may increase or decrease the Maximum Percentage to any other percentage not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the Applicable Percentage of the outstanding Common Shares (as the latter 61st day after such notice is set forth in delivered to the Company's latest Management's Discussion and Analysis filed on Xxxxx), and (ii) any such increase or decrease will apply only to the Company shall be entitled Holder sending such notice and not to rely on such deemed certification in issuing such Common Shares without further inquiryany other holder of SPA Warrants.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the (1) The Company shall not effect the exercise of this Warrant, and this Warrant the Holder shall not be exercisable by have the Holder right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (but only to the extent) that, if exercisable by together with such Holder, Holder, any of its affiliates, or ’s affiliates and any other party which may be deemed to be Persons acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(dtogether) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by such Person and its affiliates shall include the extent the above limitation applies, number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holdersuch Person 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 Person and of which Warrants shall be exercisable its affiliates (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise or exchangeanalogous to the limitation contained herein. Except as set forth in the preceding sentence, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the for purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it being acknowledged that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall the Holder is solely responsible for any schedules required to be implemented filed in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder accordance therewith.. For purposes of this Warrant. The holders , in determining the number of outstanding shares of Common Shares Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) 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, (2) a more recent public announcement by the Company or (3) 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, where such request indicates that it is being made pursuant to this Warrant, the Company shall within two Trading 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 third party beneficiaries determined after giving effect to the conversion or exercise of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority securities of the Common Shares. The submission of an Exercise Notice Company, including the Warrants, by the Holder shall be deemed and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to constitute a certification by the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided, that (i) any such increase will not be effective until the issuance 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiryWarrants.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties; and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Company (as among including, without limitation, any convertible notes or convertible preferred stock or warrants, including other Warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company, or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”); and (ii) as soon as reasonably practicable, the Company shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the Exercise Price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(f) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. (i) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) thatthat after giving effect to such issuance after exercise, if exercisable by Holder, Holder, such Holder or any of its affiliates, or any other party which may be deemed to be acting as a group in concert with Holder or any result of its affiliates for the purposes of Section 13(d) of the Exchange Act such exercise, would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the number of shares of Common Stock outstanding Common Sharesimmediately after giving effect to such issuance. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders 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 Shares shall be third party beneficiaries Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock. The provisions of this Section 1(f)(i2(g)(i) and may be waived by such Holder, at the Company may election of such Holder, upon not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance less than 61 days’ prior notice to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company provisions of this Section 2(g)(i) shall continue to apply until such 61st day (or such later date, as determined by such Holder, as may be entitled specified in such notice of waiver). At 12:00 a.m., New York Time, on the 62nd day following the provision of the notice referred to rely on such deemed certification in issuing such Common Shares without further inquirythe preceding sentence, the exercise limitation set forth above shall expire.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the (1) The Company shall not effect the exercise of this Warrant, and this Warrant the Holder shall not be exercisable by have the Holder right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (but only to the extent) that, if exercisable by together with such Holder, Holder, any of its affiliates, or ’s affiliates and any other party which may be deemed to be Persons acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(dtogether) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by such Person and its affiliates shall include the extent the above limitation applies, number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holdersuch Person 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 Person and of which Warrants shall be exercisable its affiliates (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise or exchangeanalogous to the limitation contained herein. Except as set forth in the preceding sentence, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the for purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it being acknowledged that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act, and Regulations 13D the Holder is solely responsible for any schedules required to be filed in accordance therewith. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) 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 G thereunderExchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) 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, where such request indicates that it is being made pursuant to this Warrant, the Company shall within two Trading 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 the Warrants, 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, the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 14.99% specified in such notice; provided, that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with that the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.999.9% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock after giving effect to such exercise. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act, ”) and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not waive this Section 1(f)(i) paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the Common Shares. The submission written or oral request of an Exercise Notice by the Holder Holder, the Company shall be deemed to constitute a certification by the Holder that the issuance within one (1) Business Day confirm orally and in writing to the Holder of the number of shares of Common Shares specified in Stock then outstanding, including by virtue of any prior conversion or exercise or exchange of convertible or exercisable or exchangeable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in Consulting Agreement. Upon request by the Company's latest Management's Discussion and Analysis filed on Xxxxx), and Hxxxxx shall certify to the Company shall be entitled to rely on such deemed certification in issuing such upon exercise of this Warrant how many shares of Common Shares without further inquiryStock are beneficially owned by Holder for determining compliance with this Section 1(f).

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the any exercise of this Warrant, and the Holder of this Warrant shall not be exercisable have the right to exercise any portion of this Warrant pursuant to this Section 2, to the extent that after giving effect to such exercise, the Holder (together with the Holder’s affiliates) would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the extent determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (but only to a) exercise of the extent) thatremaining, if exercisable unexercised portion of this Warrant beneficially owned by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with the Holder or any of its affiliates for the purposes of Section 13(dand (b) exercise or conversion of the Exchange Act would beneficially own in excess unexercised or unconverted portion of 4.99% (the “Applicable Percentage”) any other securities of the outstanding Common Shares. To the extent the above limitation appliesCompany (including, the determination of whether the Warrant shall be exercisable (vis-a-vis without limitation, any other convertiblewarrants, exercisable convertible notes or exchangeable securities owned by Holderconvertible preferred stock) and of which Warrants shall be exercisable (as among Warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or exchangeany of its affiliates. Except as set forth in the preceding sentence, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the for purposes of this paragraphSection 2.7, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined calculated in accordance with Section 13(d) of the Securities Exchange ActAct of 1934, and Regulations 13D and G thereunderas amended. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms For purposes of this Section 1(f)(i2.7, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) 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 the written or oral request of the Holder, the Company shall within three business days confirm orally and in writing to correct this paragraph (or the Holder the number of shares of Common Stock then outstanding. In any portion hereof) which may case, the number of outstanding shares of Common Stock shall be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give determined after giving effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder the conversion or exercise of securities of the Company, including this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice , by the Holder shall be deemed to constitute a certification by or its affiliates since the Holder that the issuance to the Holder date as of the which such number of outstanding shares of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiryStock was reported.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Investor Warrant, and this Investor Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, that after giving effect to such exercise the Holder (together with any of its affiliates, or any other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock. To the extent the above limitation applies, the determination of whether the this Investor Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be convertible, exercisable or exchangeable (as the case may be, as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Investor Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange Act, 1934 Act (as defined in the Purchase Agreement) and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Investor Warrant. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not waive this Section 1(f)(i) paragraph without the consent of holders of a 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 SharesStock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Investor Warrant or securities issued pursuant to the Purchase Agreement. The submission At any time the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of an Exercise Notice 9.99% as specified in a written notice by the Holder shall to the Company (subject to the Company’s consent to any such increase, not to be deemed unreasonably withheld); provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to constitute a certification by the Holder that the issuance Company, and (ii) any such increase or decrease will apply only to the Holder sending such notice and not to any other holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiryInvestor Warrants.

Limitations on Exercises. Notwithstanding anything contained herein to the contrary contained hereincontrary, until receipt of the Requisite Stockholder Approval, 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 shall not be exercisable by the Holder to the extent that after giving effect to such issuance after exercise as set forth on the applicable notice of exercise, the Holder (but only to together with the extent) that, if exercisable by Holder, Holder, any of its ’s affiliates, or and any other party which may be deemed to be persons acting as a group together with the Holder or any of the Holder’s affiliates), would beneficially own in concert excess of 19.99% of the outstanding shares of Common Stock. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock that would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates for the purposes of Section 13(dand (ii) exercise or conversion of the Exchange Act would beneficially own in excess unexercised or nonconverted portion of 4.99% (the “Applicable Percentage”) any other securities of the outstanding Company (including, without limitation, any other securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time shares of Common Shares. To the extent the above limitation applies, the determination of whether the Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities owned by HolderStock) and of which Warrants shall be exercisable (as among Warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or exchangeany of its affiliates. Except as set forth in the preceding sentence, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the for purposes of this paragraphSection 1(c), beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms In addition, for purposes of this Section 1(f)(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with 1(c), “group” has the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained meaning set forth in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning and the rules and regulations promulgated thereunder. To the extent that the limitation contained in excess this Section 1(c) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx)Holder, and the submission of a notice of exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable. For purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, 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 United States Securities and Exchange Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent notice by the Company or the Company’s transfer agent to the Holder setting forth the number of shares of Common Stock then outstanding. Upon the request of the Holder, the Company shall be entitled promptly, and in any event within one Trading Day of such request, confirm to rely on such deemed certification in issuing such the Holder the number shares of Common Shares without further inquiryStock then outstanding.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with that the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.999.99% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock Deemed Outstanding immediately after giving effect to the issuance of the shares of Common Stock issuable upon the applicable exercise of this Warrant. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange Act, 1934 Act (as defined in the Securities Purchase Agreement) and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not amend or waive this Section 1(f)(i) paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the Common Shares. The submission written or oral request of an Exercise Notice by the Holder Holder, the Company shall be deemed to constitute a certification by the Holder that the issuance within one (1) Business Day confirm orally and in writing to the Holder of the number of shares of Common Shares specified in Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquirySecurities Purchase Agreement.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.999.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable (as among Warrants) shall, the unexercised or unconverted portion of any other securities of the Company beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 19.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(f) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99[4.99][9.99]2% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Company (as among including, without limitation, any convertible notes or convertible preferred stock or warrants, including other Registered Warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Registered Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(f) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders For the avoidance of Common Shares doubt, in no event shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without be held liable for the consent of holders of a majority issuance of the Common Excess Shares. The submission of an Exercise Notice 2 As elected by the Holder shall be deemed to constitute a certification by the Holder that the issuance on or prior to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.Issuance Date

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert that the Holder together with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock after giving effect to such exercise. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange Act, 1934 Act (as defined in the Securities Purchase Agreement) and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not waive this Section 1(f)(i) paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the Common Shares. The submission written or oral request of an Exercise Notice by the Holder Holder, the Company shall be deemed to constitute a certification by the Holder that the issuance within one (1) Business Day confirm orally and in writing to the Holder of the number of shares of Common Shares specified in Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Exercise Notice will Securities Purchase Agreement. By written notice to the Company, any Holder may increase or decrease the Maximum Percentage to any other percentage not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of 9.99% specified in such notice; provided that (x) any such increase will not be effective until the Applicable Percentage of the outstanding Common Shares (as the latter 61st day after such notice is set forth in delivered to the Company's latest Management's Discussion and Analysis filed on Xxxxx), and (y) any such increase or decrease will apply only to the Company shall be entitled Holder sending such notice and not to rely on such deemed certification in issuing such Common Shares without further inquiryany other holder of SPA Warrants.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have, and irrevocably and unconditionally waives, the right to exercise any portion of this Warrant pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent that after giving effect to such exercise (but only to i) the extent) that, if exercisable by Holder, Holder, any of its affiliatesHolder together with the other Attribution Parties collectively would beneficially own, or any other party which may be deemed to be acting as (ii) the Holder would have beneficial ownership of, or control or direction over, whether direct or indirect, or a group in concert with Holder combination of beneficial ownership of, and control or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own direction over, whether direct or indirect, Common Shares in excess of 4.999.99% (the “Applicable Maximum Percentage”) of the outstanding Common SharesShares immediately after giving effect to such exercise. To For purposes of the extent foregoing sentence, the above limitation appliesaggregate number of Common Shares beneficially owned or beneficially owned, or controlled or directed, as applicable, by the applicable Person(s) shall include the number of Common Shares held by the applicable Person(s) plus the number of Common Shares issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude Common Shares which would be issuable in excess of the Maximum Percentage upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable and (vis-a-vis B) exercise or conversion of the unexercised or unconverted portion of any other convertiblesecurities of the Company (including any convertible notes or convertible preferred shares or warrants, exercisable or exchangeable securities owned by Holderincluding other SRA Warrants and the Note) and of which Warrants shall be exercisable (as among Warrants) shall, that are subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of Section 1(f)(i) beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act and for purposes of Section 1(f)(ii), beneficial ownership, or exchangecontrol or direction over, shall be determined in accordance with NI 55-104 and NI 62-104, and, in each case, having regard to the Maximum Percentage. For purposes of determining the number of outstanding Common Shares the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F, Report of Foreign Issuer on Form 6-K or other public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of Warrant Shares by which such exercise is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, return the Aggregate Exercise Price related to the Reduction Shares to the Holder. 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 or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the applicable Person(s) since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Shares to the Holder upon exercise of this Warrant results in the applicable Person(s) being deemed to beneficially own or beneficially own, or have control or direction over, as applicable, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act or NI 55-104 and NI 62-104, as applicable), the number of Common Shares so issued by which the applicable Person(s’)’s aggregate beneficial ownership or beneficial ownership, or control or direction over, as applicable, exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the Aggregate Exercise Price paid by the Holder for the Excess Shares and the Holder irrevocably and unconditionally waives its right to vote and to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time decrease or, following such decrease, increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (x) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (y) any such increase or decrease will apply only to the applicable Person(s) of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned or beneficially owned, or controlled or directed, as applicable, by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act or NI 55-104 and NI 62-104, as applicable. No prior inability to exercise the this Warrant pursuant to this paragraph Section 1(f) shall have any effect on the applicability of the provisions of this paragraph Section 1(f) with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph Section 1(f) shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(f) to the extent necessary to correct this paragraph Section 1(f) (or any portion hereofof this Section 1(f)) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein or beneficial ownership, or control or direction over, limitations contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitationlimitations. The limitations contained in this paragraph Section 1(f) may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) Warrant and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in affirms the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled ’s right to rely on enforce such deemed certification in issuing such Common Shares without further inquirylimitations.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the (1) The Company shall not effect the exercise of this Warrant, and this Warrant the Holder shall not be exercisable by have the Holder right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (but only to the extent) that, if exercisable by together with such Holder, Holder, any of its affiliates, or ’s affiliates and any other party which may be deemed to be Persons acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(dtogether) of the Exchange Act would beneficially own in excess of [4.99% %] [9.99%] (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by such Person and its affiliates shall include the extent the above limitation applies, number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holdersuch Person 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 Person and of which Warrants shall be exercisable its affiliates (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise or exchangeanalogous to the limitation contained herein. Except as set forth in the preceding sentence, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the for purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it being acknowledged that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act, and Regulations 13D the Holder is solely responsible for any schedules required to be filed in accordance therewith. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) 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 G thereunderExchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) 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, where such request indicates that it is being made pursuant to this Warrant, the Company shall within two Trading 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 the Warrants, 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, the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided, that (i) any such increase will not be effective until the 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. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything contained elsewhere in this Warrant to the contrary contained hereincontrary, the Company shall not effect the any exercise of this Warrant, and this Warrant the Holder shall not be exercisable by have the Holder right to exercise any portion of this Warrant, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Holder (but only to together with the extent) thatHolder’s Affiliates, if exercisable by Holder, Holder, any of its affiliates, or and any other party which may be deemed to be persons acting as a group in concert together with the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Holder’s Affiliates), would beneficially own in excess of 4.9919.99% (the “Applicable Percentage”) of the outstanding shares of Common Shares. To Stock (the extent maximum amount of shares of Common Stock issuable in compliance with the above limitation appliesforegoing limitation, the determination “Beneficial Ownership Cap”). For purposes of whether the Warrant shall be exercisable (vis-a-vis other convertibleforegoing sentence, exercisable or exchangeable securities the number of shares of Common Stock beneficially owned by Holderthe Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock that would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, the Two Year Warrant, the Convertible Term Note any other securities of the Company or its subsidiaries which Warrants shall be exercisable (as among Warrantswould entitle the holder thereof to acquire at any time shares of Common Stock) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or exchangeany of its Affiliates. Except as set forth in the preceding sentence, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the for purposes of this paragraphSection 1(c), beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms In addition, for purposes of this Section 1(f)(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with 1(c), “group” has the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained meaning set forth in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning and the rules and regulations promulgated thereunder. Notwithstanding anything contained elsewhere in this Warrant to the contrary, the Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the cumulative aggregate of all exercises or conversions as a whole under this Warrant, the Two Year Warrant and the Convertible Term Note, as the case may be, together with the issuance of 702,247 shares of Common Stock pursuant to the Stock Purchase Agreement, would result in the issuance of shares of Common Stock (including, for the avoidance of doubt, any Warrant Shares issued under this Warrant, the Two Year Warrant and the Convertible Term Note) that (i) have, or will have upon issuance, voting power in excess of the Applicable Percentage 19.99% of the voting power of the Common Stock outstanding immediately before the Issuance Date or (ii) represent, or will represent upon issuance, in excess of 19.99% of the number of shares of Common Shares Stock outstanding immediately before the Issuance Date (the maximum amount of shares of Common Stock issuable in compliance with the foregoing limitations (i) and (ii), the “Total Issuance Cap”). The term “Cap” as used herein refers to either the latter Beneficial Ownership Cap or the Total Issuance Cap, whichever may be applicable. To the extent that any Beneficial Ownership Cap contained in this Section 1(c) applies, the determination of whether this Warrant is set forth exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the Company's latest Management's Discussion and Analysis filed on Xxxxx)sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable. For purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, 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 United States Securities and Exchange Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent notice by the Company or the Transfer Agent to the Holder setting forth the number of shares of Common Stock then outstanding. Upon the request of the Holder, the Company shall be entitled promptly, and in any event within one Trading Day of such request, confirm to rely on such deemed certification in issuing such the Holder the number shares of Common Shares without further inquiryStock then outstanding.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, that after giving effect to such exercise the Holder (together with any of its affiliates, or any other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable "Maximum Percentage”") of the outstanding Common Shares. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be convertible, exercisable or exchangeable (as the case may be, as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange Act, Act and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not waive this Section 1(f)(i) paragraph without the consent of holders of a majority of the its Common Shares. The submission For any reason at any time, upon the written or oral request of an Exercise Notice by the Holder Holder, the Company shall be deemed to constitute a certification by the Holder that the issuance within one (1) Business Day confirm orally and in writing to the Holder of the number of Common Shares specified in then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Shares, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Exercise Notice will Underwriting Agreement. By written notice to the Company, any Holder may increase or decrease the Maximum Percentage to any other percentage not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the Applicable Percentage of the outstanding Common Shares (as the latter 61st day after such notice is set forth in delivered to the Company's latest Management's Discussion and Analysis filed on Xxxxx), and (ii) any such increase or decrease will apply only to the Company shall be entitled Holder sending such notice and not to rely on such deemed certification in issuing such Common Shares without further inquiryany other holder of Warrants.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99[4.99][9.99]1% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Company (as among including, without limitation, any convertible notes or convertible preferred stock or warrants, including other Registered Warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f)(i). For purposes of this Section 1(f)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on 1 As elected by the Holder prior to the time of issuance of this Warrant Form 8-K or exchangeother public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Registered Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f)(i) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything Subject to the contrary contained hereinlast sentence of this Section 1(d), the Company shall not effect the exercise of this Warrant, and this Warrant the Holder shall not be exercisable by have the Holder right to exercise this Warrant, to the ACTIVE/110789140.5 extent that after giving effect to such exercise, such Holder (but only to the extent) that, if exercisable by together with such Holder, Holder, any of its affiliates, or ’s affiliates and any other party which may be deemed to be Persons acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(dtogether) of the Exchange Act would beneficially own in excess of 4.999.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by such Person and its affiliates shall include the extent the above limitation applies, number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holdersuch Person 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 Person and of which Warrants shall be exercisable its affiliates (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained herein. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Proxy Statement, Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) 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, where such request indicates that it is being made pursuant to this Warrant, the Company shall within one (1) Trading Day 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 the Warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(d) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(d) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in this Section 1(d) shall not apply to exercises of this Warrant that occur prior to and expressly in connection with the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry’s consummation of a Fundamental Transaction.

Limitations on Exercises. (i) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) thatthat after giving effect to such issuance after exercise, if exercisable by Holder, Holder, such Holder or any of its affiliates, or any other party which may be deemed to be acting as a group result of such exercise, would beneficially own in concert excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company, in both cases which are subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Debentures or the Warrants) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for the purposes of this Section 2(i)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (and the “Applicable Percentage”) of the outstanding Common Sharesrules and regulations promulgated thereunder. To the extent that the above limitation contained in this Section 2(i)(i) applies, the determination of whether the this Warrant shall be is exercisable (vis-a-vis in relation to other convertible, exercisable or exchangeable securities owned by Holderthe Holder together with any Affiliates) and of which Warrants such securities shall be 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 may be exercised (as among Warrants) shallin relation to other securities owned by the Holder together with any Affiliates), in each case subject to the Applicable Percentage limitation, be determined on the basis of first submission to the Company for conversion or exercise or exchange, as the case may beBeneficial Ownership Limitation. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For To ensure compliance with this restriction, the purposes Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such notification has not violated the restrictions set forth in this paragraphparagraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, beneficial ownership and all determinations and calculations, including without limitation, with respect a determination as to calculations of percentage ownership, any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act, Act and Regulations 13D the rules and G regulations promulgated thereunder. For purposes of this Section 2(i)(i), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of 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 or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(i)(i), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation provisions of this Section 2(i)(i) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i2(i)(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation Beneficial Ownership Limitation contained herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.999.99% (the “Applicable Maximum Percentage”) of the Common Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Common Shares. To Shares beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Common Shares issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude Common Shares which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Company (as among including, without limitation, any convertible notes or convertible preferred shares or warrants, including other SPA Warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f)(i). For purposes of this Section 1(f)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Common Shares the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F, Report of Foreign Issuer on Form 6-K or exchangeother public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Shares to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of SPA Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f)(i) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company The Partnership shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the Common Units outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Common Shares. To Units beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of Common Units held by the Holder and all other Attribution Parties plus the number of Common Units issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude Common Units which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Partnership (as among including, without limitation, any convertible notes or convertible preferred units or warrants, including other SPA Warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding Common Units the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Units as reflected in (x) the Partnership’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the SEC, as the case may be, (y) a more recent public announcement by the Partnership or (z) any other written notice by the Partnership or the Transfer Agent, if any, setting forth the number of Common Units outstanding (the “Reported Outstanding Unit Number”). If the Partnership receives an Exercise Notice from the Holder at a time when the actual number of outstanding Common Units is less than the Reported Outstanding Unit Number, the Partnership shall (i) notify the Holder in writing of the number of Common Units then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Partnership of a reduced number of Warrant Units to be acquired pursuant to such Exercise Notice (the number of units by which such purchase is reduced, the “Reduction Units”) and (ii) as soon as reasonably practicable, the Partnership shall return to the Holder any exercise price paid by the Holder for the Reduction Units. For any reason at any time, upon the written or oral request of the Holder, the Partnership shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Units then outstanding. In any case, the number of outstanding Common Units shall be determined after giving effect to the conversion or exercise of securities of the Partnership, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Unit Number was reported. In the event that the issuance of Common Units to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Units (as determined under Section 13(d) of the 1934 Act), the number of units so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Units”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Units. As soon as reasonably practicable after the issuance of the Excess Units has been deemed null and void, the Partnership shall return to the Holder the exercise price paid by the Holder for the Excess Units. Upon delivery of a written notice to the Partnership, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Partnership and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of SPA Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the Common Units issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(f) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything contained elsewhere in this Warrant to the contrary contained hereincontrary, the Company shall not effect the any exercise of this Warrant, and this Warrant the Holder shall not be exercisable by have the Holder right to exercise any portion of this Warrant, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Holder (but only to together with the extent) thatHolder’s Affiliates, if exercisable by Holder, Holder, any of its affiliates, or and any other party which may be deemed to be persons acting as a group in concert together with the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Holder’s Affiliates), would beneficially own in excess of 4.9919.99% (the “Applicable Percentage”) of the outstanding shares of Common Shares. To Stock (the extent maximum amount of shares of Common Stock issuable in compliance with the above limitation appliesforegoing limitation, the determination “Beneficial Ownership Cap”). For purposes of whether the Warrant shall be exercisable (vis-a-vis other convertibleforegoing sentence, exercisable or exchangeable securities the number of shares of Common Stock beneficially owned by Holderthe Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock that would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, the Three Year Warrant, the Convertible Term Note any other securities of the Company or its subsidiaries which Warrants shall be exercisable (as among Warrantswould entitle the holder thereof to acquire at any time shares of Common Stock) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or exchangeany of its Affiliates. Except as set forth in the preceding sentence, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the for purposes of this paragraphSection 1(c), beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms In addition, for purposes of this Section 1(f)(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with 1(c), “group” has the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained meaning set forth in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning and the rules and regulations promulgated thereunder. Notwithstanding anything contained elsewhere in this Warrant to the contrary, the Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the cumulative aggregate of all exercises or conversions as a whole under this Warrant, the Three Year Warrant and the Convertible Term Note, as the case may be, together with the issuance of 702,247 shares of Common Stock pursuant to the Stock Purchase Agreement, would result in the issuance of shares of Common Stock (including, for the avoidance of doubt, any Warrant Shares issued under this Warrant, the Three Year Warrant and the Convertible Term Note) that (i) have, or will have upon issuance, voting power in excess of the Applicable Percentage 19.99% of the voting power of the Common Stock outstanding immediately before the Issuance Date or (ii) represent, or will represent upon issuance, in excess of 19.99% of the number of shares of Common Shares Stock outstanding immediately before the Issuance Date (the maximum amount of shares of Common Stock issuable in compliance with the foregoing limitations (i) and (ii), the “Total Issuance Cap”). The term “Cap” as used herein refers to either the latter Beneficial Ownership Cap or the Total Issuance Cap, whichever may be applicable. To the extent that any Beneficial Ownership Cap contained in this Section 1(c) applies, the determination of whether this Warrant is set forth exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the Company's latest Management's Discussion and Analysis filed on Xxxxx)sole discretion of the Holder, and the submission of an Exercise Notice shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable. For purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, 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 United States Securities and Exchange Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent notice by the Company or the Transfer Agent to the Holder setting forth the number of shares of Common Stock then outstanding. Upon the request of the Holder, the Company shall be entitled promptly, and in any event within one Trading Day of such request, confirm to rely on such deemed certification in issuing such the Holder the number shares of Common Shares without further inquiryStock then outstanding.

Limitations on Exercises. (i) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) thatthat after giving effect to such issuance after exercise, if exercisable by Holder, Holder, such Holder or any of its affiliates, or any other party which may be deemed to be acting as a group in concert with Holder or any result of its affiliates for the purposes of Section 13(d) of the Exchange Act such exercise, would beneficially own in excess of 4.999.99% (the “Applicable Maximum Percentage”) of the number of shares of Common Stock outstanding Common Sharesimmediately after giving effect to such issuance. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders 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 Shares shall be third party beneficiaries Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock. The provisions of this Section 1(f)(i2(h)(i) and may be waived by such Holder, at the Company may election of such Holder, upon not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance less than 61 days’ prior notice to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company provisions of this Section 2(h)(i) shall continue to apply until such 61st day (or such later date, as determined by such Holder, as may be entitled specified in such notice of waiver). At 12:00 a.m., New York Time, on the 62nd day following the provision of the notice referred to rely on such deemed certification in issuing such Common Shares without further inquirythe preceding sentence, the exercise limitation set forth above shall expire.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of this Warrant, and this Warrant the Holder shall not be exercisable by have the Holder right to exercise this Warrant, to the extent that after giving effect to such exercise, such Person (but only to the extenttogether with such Person's affiliates) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.999.99% (the “Applicable "Maximum Percentage”") of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by such Person and its affiliates shall include the extent the above limitation applies, number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holdersuch Person 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 Person and of which Warrants shall be exercisable its affiliates (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise or exchangeanalogous to the limitation contained herein. Except as set forth in the preceding sentence, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the for purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined calculated in accordance with Section 13(d) of the 1934 Act. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) 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 ActCommission, as the case may be, (2) a more recent public announcement by the Company or (3) 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 (1) Business Day confirm orally and Regulations 13D 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 the Warrants, by the Holder and G thereunderits affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of this Warrant, and this Warrant the Holder shall not be exercisable by have the Holder right to exercise this Warrant, to the extent that after giving effect to such exercise, such Person (but only to the extenttogether with such Person’s affiliates) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by such Person and its affiliates shall include the extent the above limitation applies, number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holdersuch Person 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 Person and of which Warrants shall be exercisable its affiliates (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise or exchangeanalogous to the limitation contained herein. Except as set forth in the preceding sentence, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the for purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) 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, (2) a more recent public announcement by the Company or (3) 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 (1) Business Day 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 Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, 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, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and Regulations 13D (ii) any such increase or decrease will apply only to the Holder and G thereundernot to any other holder of Warrants. The provisions of this paragraph Section 1(f) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) hereof to correct this paragraph Section 1(f) (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Company (as among including, without limitation, any convertible notes or convertible preferred stock or warrants, including other SPA Warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(g). For purposes of this Section 1(f)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(g), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of SPA Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(g) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(g) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Company (as among including, without limitation, any convertible notes or convertible preferred stock or warrants, including other Registered Warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares” ) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Registered Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f)(i) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of this Warrant, and this Warrant the Holder shall not be exercisable by have the Holder right to exercise this Warrant, to the extent that after giving effect to such exercise, such Person (but only to the extenttogether with such Person's affiliates) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.999.99% (the “Applicable "Maximum Percentage”") of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by such Person and its affiliates shall include the extent the above limitation applies, number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holdersuch Person 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 Person and of which Warrants shall be exercisable its affiliates (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise or exchangeanalogous to the limitation contained herein. Except as set forth in the preceding sentence, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the for purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) 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, (2) a more recent public announcement by the Company or (3) 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 (1) Business Day 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 the SPA Warrants, 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, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and Regulations 13D (ii) any such increase or decrease will apply only to the Holder and G thereundernot to any other holder of SPA Warrants. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the (1) The Company shall not effect the exercise of this Warrant, and this Warrant the Holder shall not be exercisable by have the Holder right to exercise this Warrant, to the extent that after giving effect to such exercise, such Person (but only to the extenttogether with such Person’s affiliates) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by such Person and its affiliates shall include the extent the above limitation applies, number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holdersuch Person 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 Person and of which Warrants shall be exercisable its affiliates (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise or exchangeanalogous to the limitation contained herein. Except as set forth in the preceding sentence, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the for purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act, and Regulations 13D and G thereunder”). The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder For purposes of this Warrant. The holders , in determining the number of outstanding shares of Common Shares Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) 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, (2) a more recent public announcement by the Company or (3) 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, where such request indicates that it is being made pursuant to this Warrant, the Company shall within two Business 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 third party beneficiaries determined after giving effect to the conversion or exercise of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority securities of the Common Shares. The submission of an Exercise Notice Company, including the SPA Warrants, by the Holder shall be deemed and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to constitute a certification by the Company, the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided, that (i) any such increase will not be effective until the issuance 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquirySPA Warrants.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of this Warrant, and this Warrant the Holder shall not be exercisable by have the Holder right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (but only to the extent) that, if exercisable by together with such Holder, Holder, any of its affiliates, or ’s affiliates and any other party which may be deemed to be Persons acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(dtogether) of the Exchange Act would beneficially own in excess of 4.99% [4.99%][9.99%][19.99%] (the “Applicable Maximum Percentage”) of the Ordinary Shares outstanding Common Sharesimmediately prior to or after giving effect to such exercise. To For purposes of the extent foregoing sentence, the above limitation applies, aggregate number of Ordinary Shares beneficially owned by such Person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude Ordinary Shares which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holdersuch Person 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 Person and of which Warrants shall be exercisable its affiliates (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained herein. For purposes of this Warrant, in determining the number of outstanding Ordinary Shares, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Form 20-F or exchangeother public filing with the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company setting forth the number of Ordinary Shares outstanding. No prior inability to exercise For any reason at any time, upon the Warrant written or oral request of the Holder, where such request indicates that it is being made pursuant to this paragraph Warrant, the Company shall have within one (1) Trading Day confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding. In any effect on case, the applicability number of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, outstanding Ordinary Shares shall be determined in accordance with Section 13(d) after giving effect to the conversion or exercise of securities of the Exchange ActCompany, including the Warrants, by the Holder and Regulations 13D its affiliates since the date as of which such number of outstanding Ordinary Shares was reported; the number of outstanding Ordinary Shares shall not give effect to the conversion or exercise of securities of the Company by any Person other than the Holder or the Holder’s affiliates. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and G thereunder(ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. The provisions For purposes of this paragraph shall be implemented in a manner otherwise than in strict conformity with clarity, the Ordinary Shares issuable pursuant to the terms of this Section 1(f)(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained Warrant in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority excess of the Common Shares. The submission of an Exercise Notice Maximum Percentage shall not be deemed to be beneficially owned by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or for any of its affiliates purpose including for the purposes of Section 13(d) or Rule 16a-1(a)(1) of the Securities Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (1934, as the latter is amended. The limitations set forth in this Section 1(c) shall not apply to exercises of this Warrant that occur prior to and expressly in connection with the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry’s consummation of a Fundamental Transaction.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.999.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Company (as among including, without limitation, any convertible notes or convertible preferred stock or warrants, including other Registered Warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares” ) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Registered Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f)(i) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of this Warrant, and no Person (as defined below) who is a holder of this Warrant shall not be exercisable by have the Holder right to exercise this Warrant, to the extent that after giving effect to such exercise, such Person (but only to the extenttogether with such Person’s affiliates) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.999.99% (the “Applicable Percentage”) of the shares of the Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by such Person and its affiliates shall include the extent the above limitation applies, number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holdersuch Person 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 Person and of which Warrants shall be exercisable its affiliates (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise or exchangeanalogous to the limitation contained herein. Except as set forth in the preceding sentence, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the for purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined calculated in accordance with Section 13(d) of the Securities Exchange ActAct of 1934, and Regulations 13D and G thereunderas amended. The provisions For purposes of this paragraph shall be implemented Warrant, in determining the number of outstanding shares of Common Stock a manner otherwise than holder may rely on the number of outstanding shares of Common Stock as reflected in strict conformity (1) the Company’s most recent Form 10-Q, Form 10-K or other public filing with the terms Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or its Transfer Agent setting forth the number of this Section 1(f)(i) to correct this paragraph (shares of Common Stock outstanding. For any reason at any time, upon the written or any portion hereof) which may be defective or inconsistent with oral request of the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares , the Company shall be third party beneficiaries within two Business Days confirm orally and in writing to the holder of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of Warrant the number of shares of Common Shares specified in Stock then outstanding. In any case, the Exercise Notice will not result in number of outstanding shares of Common Stock shall be determined after giving effect to the Holder conversion or any exercise of securities of the Company, including the SPA Warrants, by the holder of this Warrant and its affiliates for since the purposes date as of Section 13(d) which such number of the Exchange Act beneficially owning in excess outstanding shares of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiryStock was reported.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) and exercise or conversion of which Warrants shall be exercisable the unexercised or unconverted portion of any other securities of the Company (as among including, without limitation, any convertible notes or convertible preferred stock or warrants, including other SPA Warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of SPA Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(f) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Agent Warrant, and this Agent Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, that after giving effect to such exercise the Holder (together with any of its affiliates, or any other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock. To the extent the above limitation applies, the determination of whether the this Agent Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be convertible, exercisable or exchangeable (as the case may be, as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Agent Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange Act, 1934 Act (as defined in the Purchase Agreement) and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Agent Warrant. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not waive this Section 1(f)(i) paragraph without the consent of holders of a 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 SharesStock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Agent Warrant or securities issued pursuant to the Purchase Agreement. The submission At any time the Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of an Exercise Notice 9.99% as specified in a written notice by the Holder shall to the Company (subject to the Company’s consent to any such increase, not to be deemed unreasonably withheld); provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to constitute a certification by the Holder that the issuance Company, and (ii) any such increase or decrease will apply only to the Holder sending such notice and not to any other holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiryAgent Warrants.

Limitations on Exercises. The provisions of this subparagraph (e) shall apply only if the Company, at the time of exercise, is a Public Company. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, that after giving effect to such exercise the Holder (together with any of its affiliates, or any other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the outstanding shares of Common SharesStock. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be convertible, exercisable or exchangeable (as the case may be, as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Securities Exchange Act, Act of 1934 and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders For any reason at any time, upon the written or oral request of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Holder, the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance within two Business Days confirm orally and in writing to the Holder of the number of shares of Common Shares specified in Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into shares of Common Stock. By written notice to the Exercise Notice will Company, any Holder may increase or decrease the Maximum Percentage to any other percentage not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the Applicable Percentage of the outstanding Common Shares (as the latter 61st day after such notice is set forth in delivered to the Company's latest Management's Discussion and Analysis filed on Xxxxx), and (ii) any such increase or decrease will apply only to the Company shall be entitled Holder sending such notice and not to rely on such deemed certification in issuing such Common Shares without further inquiryany other holder of Warrants.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99% [4.99][9.99]% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by the extent Holder and the above limitation applies, other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holderthe Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants, including the Series A Preferred Shares and of which Warrants shall be exercisable (as among the other SPA Warrants) shall, beneficially owned by the Holder or any other Attribution Party subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or exchangeother public filing with the SEC, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of SPA Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(f) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, that after giving effect to such exercise the Holder (together with any of its affiliates, or any other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be convertible, exercisable or exchangeable (as the case may be, as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). The Holder’s submission of an Exercise Notice shall be conclusive of such Holder’s determination, and the Company shall be under no duty of inquiry with respect thereto. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act, and Regulations 13D and G thereunder”). The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not waive this Section 1(f)(i) paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the Common Shares. The submission written or oral request of an Exercise Notice by the Holder Holder, the Company shall be deemed to constitute a certification by the Holder that the issuance within one (1) Business Day confirm orally and in writing to the Holder of the number of shares of Common Shares specified in Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Exercise Notice will Underwriting Agreement. By written notice to the Company, any Holder may increase or decrease the Maximum Percentage to any other percentage not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of 9.99% or below 4.99% specified in such notice; provided that (i) any such increase will not be effective until the Applicable Percentage of the outstanding Common Shares (as the latter 61st day after such notice is set forth in delivered to the Company's latest Management's Discussion and Analysis filed on Xxxxx), and (ii) any such increase or decrease will apply only to the Company shall be entitled Holder sending such notice and not to rely on such deemed certification in issuing such Common Shares without further inquiryany other holder of Warrants.

Limitations on Exercises. (A) Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) thatthat after giving effect to such issuance after exercise, if exercisable by Holder, Holder, such Holder or any of its affiliates, or any other party which may be deemed to be acting as a group result of such exercise, would beneficially own in concert excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company, in both cases which are subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other Warrants) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for the purposes of this Section 2(g), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% (and the “Applicable Percentage”) of the outstanding Common Sharesrules and regulations promulgated thereunder. To the extent that the above limitation contained in this Section 2(g) applies, the determination of whether the this Warrant shall be is exercisable (vis-a-vis in relation to other convertible, exercisable or exchangeable securities owned by Holderthe Holder together with any Affiliates) and of which Warrants such securities shall be 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 may be exercised (as among Warrants) shallin relation to other securities owned by the Holder together with any Affiliates), in each case subject to the Applicable Percentage limitation, be determined on the basis of first submission to the Company for conversion or exercise or exchange, as the case may beBeneficial Ownership Limitation. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For To ensure compliance with this restriction, the purposes Holder will be deemed to represent to the Company each time it delivers a Notice of Exercise that such notification has not violated the restrictions set forth in this paragraphparagraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, beneficial ownership and all determinations and calculations, including without limitation, with respect a determination as to calculations of percentage ownership, any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act, Act and Regulations 13D the rules and G regulations promulgated thereunder. For purposes of this Section 2(g), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of 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 or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant held by the Holder. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(g), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the Beneficial Ownership Limitation provisions of this Section 2(g) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i2(g) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation Beneficial Ownership Limitation contained herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with that the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.994.9% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or conversion, exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Exchange Act, 1934 Act (as defined in the Subscription Agreement) and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not waive this Section 1(f)(i) paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the Common Shares. The submission written request of an Exercise Notice by the Holder Holder, the Company shall be deemed to constitute a certification by the Holder that the issuance within one (1) Business Day confirm orally and in writing to the Holder of the number of shares of Common Shares specified in Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquirySubscription Agreement.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall not be exercisable by the Holder null and void and treated as if never made, to the extent (but only that after giving effect to such exercise, the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any Holder together with the other party which may be deemed to be acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act Attribution Parties collectively would beneficially own in excess of 4.99% (the “Applicable "Maximum Percentage”") of the Common Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Common SharesShares beneficially owned by the Holder and the other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties plus the number of Warrant Shares issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude Common Shares which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred shares or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 1(f)(i). To For purposes of this Section 1(f)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act (or, to the extent the above limitation appliesCompany ceases to be a "foreign private issuer," as such term is defined in Rule 3b-4 under the 1934 Act, and the equivalent calculation under Section 16 of the 1934 Act would result in a higher amount, in accordance with Section 16 of the 1934 Act). For purposes of determining the number of outstanding Common Shares the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the determination of whether the Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities owned by Holder) and of which Warrants shall be exercisable (as among Warrants) shall, subject to the Applicable Percentage limitation, be determined Holder may rely on the basis number of first submission to outstanding Common Shares as reflected in (x) the Company for conversion Company's most recent public filing with the SEC or exercise or exchangeSEDAR, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of Common Shares outstanding (the "Reported Outstanding Share Number"). If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the "Reduction Shares") and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Warrant Shares to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of Warrant Shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Maximum Percentage (the "Excess Shares") shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99 % as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined in accordance with Section 13(d) of the Exchange Act, and Regulations 13D and G thereunder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) to the extent necessary to correct this paragraph (or any portion hereof) of this paragraph which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained in this Section 1(f)(i) or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries of this Section 1(f)(i) and the Company may not waive this Section 1(f)(i) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiry.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the (1) The Company shall not effect the exercise of this Warrant, and this Warrant the Holder shall not be exercisable by have the Holder right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (but only to the extent) that, if exercisable by together with such Holder, Holder, any of its affiliates, or ’s affiliates and any other party which may be deemed to be Persons acting as a group in concert with Holder or any of its affiliates for the purposes of Section 13(dtogether) of the Exchange Act would beneficially own in excess of 4.99% (the “Applicable Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Shares. To Stock beneficially owned by such Person and its affiliates shall include the extent the above limitation applies, number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of whether such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities beneficially owned by Holdersuch Person 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 Person and of which Warrants shall be exercisable its affiliates (as among Warrantsincluding, without limitation, any convertible notes or convertible preferred stock or warrants) shall, subject to the Applicable Percentage limitation, be determined a limitation on the basis of first submission to the Company for conversion or exercise or exchangeanalogous to the limitation contained herein. Except as set forth in the preceding sentence, as the case may be. No prior inability to exercise the Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the for purposes of this paragraph, beneficial ownership and all determinations and calculations, including without limitation, with respect to calculations of percentage ownership, shall be determined calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it being acknowledged that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act, and Regulations 13D the Holder is solely responsible for any schedules required to be filed in accordance therewith. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) 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 G thereunderExchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) 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, where such request indicates that it is being made pursuant to this Warrant, the Company shall within two Trading 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 the Warrants, 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, the Holder may increase or decrease the Maximum Percentage to any other percentage specified in such notice; provided, that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Shares shall be third party beneficiaries Notwithstanding the foregoing, the provisions of this Section 1(f)(i1(f) shall not apply to any Holder (together with such Holder’s affiliates and the Company may not waive this Section 1(f)(iany other Persons acting as a group together) without the consent of holders of a majority of the Common Shares. The submission of an Exercise Notice by the Holder shall be deemed to constitute a certification by the Holder that the issuance to the Holder of the number of Common Shares specified in the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act who beneficially owning owns in excess of the Applicable Maximum Percentage of the shares of Common Stock outstanding Common Shares (as of the latter is set forth in the Company's latest Management's Discussion and Analysis filed on Xxxxx), and the Company shall be entitled to rely on such deemed certification in issuing such Common Shares without further inquiryIssuance Date.

Limitations on Exercises. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of in this Warrant, and this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by Holder, Holder, any of its affiliates, or any other party which may be deemed to be acting as a group in concert with that the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.999.9% (the “Applicable Maximum Percentage”) of the outstanding Common SharesStock after giving effect to such exercise. To the extent the above limitation applies, the determination of whether the this Warrant shall be exercisable (vis-aà-vis other convertible, exercisable or exchangeable securities owned by Holderthe Holder or any of its affiliates) and of which Warrants such securities shall be exercisable (as among Warrantsall such securities owned by the Holder) shall, subject to the Applicable such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion or exercise or exchange, exchange (as the case may be). No prior inability to exercise the this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculationscalculations (including, including without limitation, with respect to calculations of percentage ownership, ) shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act, ”) and Regulations 13D the rules and G regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f)(i) paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Applicable Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Applicable Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor holder Holder of this Warrant. The holders of Common Shares Stock shall be third party beneficiaries of this Section 1(f)(i) paragraph and the Company may not waive this Section 1(f)(i) paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the Common Shares. The submission written or oral request of an Exercise Notice by the Holder Holder, the Company shall be deemed to constitute a certification by the Holder that the issuance within one (1) Business Day confirm orally and in writing to the Holder of the number of shares of Common Shares specified in Stock then outstanding, including by virtue of any prior conversion or exercise or exchange of convertible or exercisable or exchangeable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Exercise Notice will not result in the Holder or any of its affiliates for the purposes of Section 13(d) of the Exchange Act beneficially owning in excess of the Applicable Percentage of the outstanding Common Shares (as the latter is set forth in Consulting Agreement. Upon request by the Company's latest Management's Discussion and Analysis filed on Xxxxx), and Hxxxxx shall certify to the Company shall be entitled to rely on such deemed certification in issuing such upon exercise of this Warrant how many shares of Common Shares without further inquiryStock are beneficially owned by Holder for determining compliance with Section 1(f).