Common use of Ownership Cap and Exercise Restriction Clause in Contracts

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof) (the “Waiver Notice”) that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date of this Warrant the Holder may waive this Section 7 upon providing the Waiver Notice at any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the last day of the Term.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a the Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by such the Holder and its affiliates at such time, the number of shares of Common Stock which would result in such the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the Holder and its affiliates affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.999.9% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant the Holder providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereofthis certificate) (the “Waiver Notice”) that such the Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will shall be of no force or effect with regard to all or a portion those shares of the Warrant Common Stock referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date of this Warrant Termination Date, the Holder may waive this Section 7 upon by providing the a Waiver Notice at any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Expiration Termination Date will not be effective until the last day of the TermTermination Date.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.999.99% of the then issued and outstanding shares of Common Stock; providedPROVIDED, howeverHOWEVER, that upon a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 SECTION 13 hereof) (the “Waiver Notice”"WAIVER NOTICE") that such Holder would like to waive this Section SECTION 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section SECTION 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; providedPROVIDED, furtherFURTHER, that this provision shall be of no further force or effect during the sixty-one (61) day period prior to days immediately preceding the Expiration Date expiration of the term of this Warrant the Holder may waive this Section 7 upon providing the Waiver Notice at any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the last day of the TermWarrant.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 13 hereof) (the “"Waiver Notice”") that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date of this Warrant the Holder may waive this Section 7 upon providing the Waiver Notice at any time during such sixty-one (61) day period; and , provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the last day of the TermExpiration Date.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock Shares to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock Shares owned by such Holder and its affiliates Affiliates at such time, the number of shares of Common Stock Shares which would result in such Holder and its affiliates Affiliates beneficially owning (as determined in accordance with Section 13(d12(d) of the Exchange Act and the rules thereunder) in excess of 4.999.99% of the then issued and outstanding shares of Common StockShares; provided, however, that upon a holder Holder of this Warrant providing the Issuer with sixty-one (61) days days’ notice (pursuant to Section 12 hereof) (the “Waiver Notice”) that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock Shares issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice until the date that the Holder notifies the Issuer (pursuant to Section 12 hereof) that the Holder revokes the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date expiration of this Warrant the Term, the Holder may waive this Section 7 upon by providing the a Waiver Notice at any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the last day of the Term.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock; providedprovided , howeverhowever , that upon a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof) (the ““ Waiver NoticeNotice ”) that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; providedprovided , furtherfurther , that during the sixty-one (61) day period prior to the Expiration Date of this Warrant the Holder may waive this Section 7 upon providing the Waiver Notice at any time during such sixty-one (61) day period; and providedprovided , furtherfurther , that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the last day of the Term.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.999.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder Holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 13 hereof) (the “"Waiver Notice”") that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date expiration of this Warrant the Term, the Holder may waive this Section 7 upon by providing the a Waiver Notice at any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to expiration of the Expiration Date Term will not be effective until the last day of the Term.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof) (the “Waiver Notice”) that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date of this Warrant the Holder may waive this Section 7 upon providing the Waiver Notice at any time during such sixty-one (61) day period; and , provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the last day of the TermExpiration Date.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.999.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof) (the “Waiver Notice”) that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date of this Warrant the Holder may waive this Section 7 upon providing the Waiver Notice at any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the last day of the Term. Notwithstanding anything to the contrary contained in this Section 7, if the Issuer is not a reporting company under the Exchange Act, the Holder may provide only two (2) days notice of its determination to waive the provisions of this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock; provided, howeverhowever , that upon a holder Holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 13 hereof) (the “"Waiver Notice”") that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice until the date that the Holder notifies the Issuer (pursuant to Section 13 hereof) that the Holder revokes the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date expiration of this Warrant the Term, the Holder may waive this Section 7 upon by providing the a Waiver Notice at any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the last day of the Term.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a the Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such cause the Holder and its affiliates at such time, to be directly or indirectly the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning beneficial owner (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder) in excess of more than 4.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant the Holder providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 13 hereof) (the “Waiver Notice”) that such the Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) day period prior to days immediately preceding the Expiration Date expiration of the term of this Warrant. For purposes of this section, the number of shares of Common Stock owned by the Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant but shall exclude the Holder may waive this Section 7 number of shares of Common Stock which are issuable upon providing the Waiver Notice at exercise or conversion of the unexercised or unconverted portion of any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice during other securities of the sixty-one (61) day period prior Issuer subject to a limitation on exercise or conversion analogous to the Expiration Date will not be effective until limitation contained herein owned by the last day of the TermHolder.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.999.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof) (the “"Waiver Notice”") that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date of this Warrant the Holder may waive this Section 7 upon providing the Waiver Notice at any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the last day date of the Term.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.999.99% of the then issued and outstanding shares of Common Stock; providedprovided , howeverhowever , that upon a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof) (the “Waiver Notice”) that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; providedprovided , furtherfurther , that during the sixty-one (61) day period prior to the Expiration Date of this Warrant the Holder may waive this Section 7 upon providing the Waiver Notice at any time during such sixty-one (61) day period; and providedprovided , furtherfurther , that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the last day of the Term.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a the Holder of this Warrant exercise this Warrant if the number of shares of Common Stock Ordinary Shares to be issued pursuant to such exercise would cause the number of Ordinary Shares beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock Ordinary Shares owned by such the Holder and its affiliates at such time, the number of shares of Common Stock Ordinary Shares which would result in such the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the Holder and its affiliates affiliates, or any other persons whose beneficial ownership of Ordinary Shares would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common StockOrdinary Shares; provided, however, that upon a holder of this Warrant the Holder providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereofthis certificate) (the “Waiver Notice”) that such the Holder would like to waive this Section 7 with regard to any or all shares of Common Stock Ordinary Shares issuable upon exercise of this Warrant, this Section 7 will shall be of no force or effect with regard to all or a portion of the Warrant those Ordinary Shares referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date of this Warrant Termination Date, the Holder may waive this Section 7 upon by providing the a Waiver Notice at any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Expiration Termination Date will not be effective until the last day of the TermTermination Date.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof) (the “Waiver Notice”) that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date of this Warrant the Holder may waive this Section 7 upon providing the Waiver Notice at any time during such sixty-one (61) day period; and , provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the last day of the TermExpiration Date.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a the Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by such the Holder and its affiliates at such time, the number of shares of Common Stock which would result in such the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets the Holder and its affiliates affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant the Holder providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereofthis certificate) (the “Waiver Notice”) that such the Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will shall be of no force or effect with regard to all or a portion those shares of the Warrant Common Stock referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date expiration of this Warrant the Exercise Period, the Holder may waive this Section 7 upon by providing the a Waiver Notice at any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Expiration Date expiration of the Exercise Period will not be effective until the last day of the TermExercise Period.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued upon conversion of the Preferred Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.999.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 13 hereof) (the “"Waiver Notice”") that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon conversion of the Preferred Stock to be issued upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) day period days immediately preceding the expiration of the term of this Warrant. Notwithstanding the foregoing, these exercise restrictions shall not be applicable to Renaissance Capital Group, Inc. and its affiliates (collectively, "Xxxx"), if Xxxx so notifies the Issuer (either in writing or by email) prior to the Expiration Date date of this Warrant the Holder may waive this Section 7 upon providing the Waiver Notice at any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the last day issuance of the Termsecurities to which this paragraph is applicable.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.999.99% of the then issued and outstanding shares of Common Stock; providedprovided , howeverhowever , that upon a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof) (the ““ Waiver NoticeNotice ”) that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; providedprovided , furtherfurther , that during the sixty-one (61) day period prior to the Expiration Date of this Warrant the Holder may waive this Section 7 upon providing the Waiver Notice at any time during such sixty-one (61) day period; and providedprovided , furtherfurther , that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the last day of the Term.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a the Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such cause the Holder and its affiliates at such time, to be directly or indirectly the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning beneficial owner (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder) in excess of more than 4.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant the Holder providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof) (the “Waiver Notice”) that such the Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided. For purposes of this section, further, that during the sixty-one (61) day period prior to number of shares of Common Stock owned by the Expiration Date Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant but shall exclude the Holder may waive this Section 7 number of shares of Common Stock which are issuable upon providing the Waiver Notice at exercise or conversion of the unexercised or unconverted portion of any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice during other securities of the sixty-one (61) day period prior Issuer subject to a limitation on exercise or conversion analogous to the Expiration Date will not be effective until limitation contained herein owned by the last day of the TermHolder.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock Ordinary Shares to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock Other Ordinary Shares owned by such Holder and its affiliates Affiliates at such time, the number of shares of Common Stock Ordinary Shares which would result in such Holder and its affiliates Affiliates beneficially owning (as determined in accordance with Section 13(d12(d) of the Exchange Act and the rules thereunder) in excess of 4.999.99% of the then issued and outstanding shares of Common StockOrdinary Shares; provided, however, that upon a holder Holder of this Warrant providing the Issuer with sixty-one (61) days 61 days’ notice (pursuant to Section 12 ‎12 hereof) (the “Waiver Notice”) that such Holder would like to waive this Section 7 ‎7 with regard to any or all shares of Common Stock Ordinary Shares issuable upon exercise of this Warrant, this Section 7 ‎7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice until the date that the Holder notifies the Issuer (pursuant to Section ‎12 hereof) that the Holder revokes the Waiver Notice; provided, further, that during the sixty-one (61) 61 day period prior to the Expiration Date expiration of this Warrant the Term, the Holder may waive this Section 7 upon ‎7 by providing the a Waiver Notice at any time during such sixty-one (61) 61 day period; and provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the last day of the Term.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the number of shares of Common Stock which would result in such Holder Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the Holder, or any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) and its affiliates Section 16 of the Exchange Act beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.994.9% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder Holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof) (the “"Waiver Notice”") that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) day period prior to days immediately preceding the Expiration Date expiration of the term of this Warrant the Holder may waive this Section 7 upon providing the Waiver Notice at any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the last day of the TermWarrant.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates and its affiliates at such time, the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.999.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 13 hereof) (the “"Waiver Notice”") that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) day period days immediately preceding the expiration of the term of this Warrant. Notwithstanding the foregoing, these exercise restrictions shall not be applicable to Renaissance Capital Group, Inc. and its affiliates (collectively, "Xxxx"), if Xxxx so notifies the Issuer (either in writing or by email) prior to the Expiration Date date of this Warrant the Holder may waive this Section 7 upon providing the Waiver Notice at any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the last day issuance of the Termsecurities to which this paragraph is applicable.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a the Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by such the Holder and its affiliates at such time, the number of shares of Common Stock which would result in such the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the Holder and its affiliates affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.994.9% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant the Holder providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereofthis certificate) (the “Waiver Notice”) that such the Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will shall be of no force or effect with regard to all or a portion those shares of the Warrant Common Stock referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date of this Warrant Termination Date, the Holder may waive this Section 7 upon by providing the a Waiver Notice at any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Expiration Termination Date will not be effective until the last day of the TermTermination Date.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder Holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 13 hereof) (the “"Waiver Notice”") that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice until the date that the Holder notifies the Issuer (pursuant to Section 13 hereof) that the Holder revokes the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date expiration of this Warrant the Term, the Holder may waive this Section 7 upon by providing the a Waiver Notice at any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the last day of the Term.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.999.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 13 hereof) (the “"Waiver Notice”") that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) day period days immediately preceding the expiration of the term of this Warrant. Notwithstanding the foregoing, these exercise restrictions shall not be applicable to Renaissance Capital Group, Inc. and its affiliates (collectively, "Xxxx"), if Xxxx so notifies the Issuer (either in writing or by email) prior to the Expiration Date date of this Warrant the Holder may waive this Section 7 upon providing the Waiver Notice at any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the last day issuance of the Termsecurities to which this paragraph is applicable.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a the Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such cause the Holder and its affiliates at such time, to be directly or indirectly the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning beneficial owner (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder) in excess of 4.99more than 9.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant the Holder providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 13 hereof) (the “Waiver Notice”) that such the Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided. For purposes of this section, further, that during the sixty-one (61) day period prior to number of shares of Common Stock owned by the Expiration Date Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant but shall exclude the Holder may waive this Section 7 number of shares of Common Stock which are issuable upon providing the Waiver Notice at exercise or conversion of the unexercised or unconverted portion of any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice during other securities of the sixty-one (61) day period prior Issuer subject to a limitation on exercise or conversion analogous to the Expiration Date will not be effective until limitation contained herein owned by the last day of the TermHolder.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a the Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such cause the Holder and its affiliates at such time, to be directly or indirectly the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning beneficial owner (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder) in excess of more than 4.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant the Holder providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 13 hereof) (the “Waiver Notice”) that such the Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided. For purposes of this section, further, that during the sixty-one (61) day period prior to number of shares of Common Stock owned by the Expiration Date Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant but shall exclude the Holder may waive this Section 7 number of shares of Common Stock which are issuable upon providing the Waiver Notice at exercise or conversion of the unexercised or unconverted portion of any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice during other securities of the sixty-one (61) day period prior Issuer subject to a limitation on exercise or conversion analogous to the Expiration Date will not be effective until limitation contained herein owned by the last day of the TermHolder.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a the Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such cause the Holder and its affiliates at such time, to be directly or indirectly the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning beneficial owner (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder) in excess of more than 4.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant the Holder providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof) (the “Waiver Notice”) that such the Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) day period prior to days immediately preceding the Expiration Date expiration of the term of this Warrant. For purposes of this section, the number of shares of Common Stock owned by the Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant but shall exclude the Holder may waive this Section 7 number of shares of Common Stock which are issuable upon providing the Waiver Notice at exercise or conversion of the unexercised or unconverted portion of any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice during other securities of the sixty-one (61) day period prior Issuer subject to a limitation on exercise or conversion analogous to the Expiration Date will not be effective until limitation contained herein owned by the last day of the TermHolder.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 13 hereof) (the “Waiver Notice”) that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice[; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) day period prior to days immediately preceding the Expiration Date expiration of the term of this Warrant]1. For purposes of this section, the number of shares of Common Stock owned by such Holder shall include the number of shares of Common Stock issuable upon exercise of this Warrant but shall exclude the Holder may waive this Section 7 number of shares of Common Stock which are issuable upon providing the Waiver Notice at exercise or conversion of the unexercised or unconverted portion of any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice during other securities of the sixty-one (61) day period prior Company subject to a limitation on exercise or conversion analogous to the Expiration Date will not be effective until the last day limitation contained herein (including, without limitation, any shares of preferred stock of the TermCompany, $0.00001 par value per share, purchased pursuant to the Purchase Agreement) owned by such Holder.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such Holder and its affiliates at such time, the number of shares of Common Stock which would result in such Holder and its affiliates beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof) (the “Waiver Notice”) that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date of this Warrant the Holder may waive this Section 7 upon providing the Waiver Notice at any time during such sixty-one (61) day period; and , provided, further, that any Waiver Notice during the sixty-one (61) day period prior to the Expiration Date will not be effective until the last day of the TermExpiration Date.

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a Holder of this Warrant exercise this Warrant if the number of shares of Common Stock Shares to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock Shares owned by such Holder and its affiliates Affiliates at such time, the number of shares of Common Stock Shares which would result in such Holder and its affiliates Affiliates beneficially owning (as determined in accordance with Section 13(d12(d) of the Exchange Act and the rules thereunder) in excess of 4.999.99% of the then issued and outstanding shares of Common StockShares; provided, however, that (a) upon a holder Holder of this Warrant providing the Issuer with sixty-one (61) days days’ notice (pursuant to Section 12 hereof) (the “Waiver Notice”) that such Holder would like to waive this Section 7 with regard to any or all shares of Common Stock Shares issuable upon exercise of this Warrant, this Section 7 will be of no force or effect with regard to all or a portion of the Warrant referenced in the Waiver Notice until the date that the Holder notifies the Issuer (pursuant to Section 12 hereof) that the Holder revokes the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date expiration of this Warrant the Term, the Holder may waive this Section 7 upon by providing the a Waiver Notice at any time during such sixty-one (61) day period, and (b) at no time may a Holder of this Warrant exercise this Warrant if the number of Common Shares to be issued pursuant to such exercise would exceed, when aggregated with all other Common Shares owned by such Holder and its Affiliates at such time, the number of Common Shares which would result in such Holder and its Affiliates beneficially owning 19.99% of the issued and outstanding Common Shares immediately after giving effect to such issuance, or control in excess of 19.99% of the total voting power of the Company’s securities outstanding immediately after giving effect to such issuance that are entitled to vote on a matter being voted on by holders of the Common Share (each limit referred to in this Section 7, the “Exchange Limit”), unless stockholder approval (the “Required Stockholder Approval”) is not required under applicable Principal Market rules or the Company obtains stockholder approval permitting such issuances in accordance with applicable Principal Market rules. If, upon any attempted exercise of this Warrant by the Holder, the issuance of Warrant Shares would exceed the Exchange Limit, and the Company shall not have previously obtained the Required Stockholder Approval at the time of exercise, then the Company shall issue to the Holder such number of Warrant Shares as may be issued below the Exchange Limit, and, with respect to the remainder of the aggregate number of Warrant Shares (the “Excess Warrant Shares”), this Warrant shall not be exercisable until and unless the Required Stockholder Approval has been obtained. The Company shall, upon the written request of the Holder or Holders holding the Warrant or Warrants representing the right to purchase a majority of the Warrant Shares, hold a meeting of its stockholders within one hundred twenty (120) days following such request and use its commercially reasonable efforts to obtain the Required Stockholder Approval; and provided, further, provided that the Holder(s) may not request such stockholder meeting more than once within any Waiver Notice during the sixty90-one (61) day period or more than three times in total. With respect to any proxy materials delivered or otherwise made available to the Company’s stockholders in connection with the foregoing, the Company shall provide the Holder(s) and their outside legal counsel with a reasonable opportunity to review and comment on drafts of such proxy materials prior to filing, furnishing or delivering such proxy materials to the Expiration Date will not applicable governmental authority and their dissemination to the Company’s stockholders and incorporate in such proxy materials all comments reasonably proposed by Holder(s) or their outside legal counsel. The Company agrees that all information relating to the Holder(s), their Affiliates and their respective representatives included in the proxy materials shall be effective until in form and content reasonably satisfactory to the last day of the TermHolder(s).

Ownership Cap and Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may a the Holder of this Warrant exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder at such time to exceed, when aggregated with all other shares of Common Stock owned by such the Holder and its affiliates at such time, the number of shares of Common Stock which would result in such the Holder, its affiliates, any investment manager having discretionary investment authority over the accounts or assets of the Holder and its affiliates affiliates, or any other persons whose beneficial ownership of Common Stock would be aggregated for purposes of Section 13(d) and Section 16 of the Exchange Act, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.994.9% of the then issued and outstanding shares of Common Stock; provided, however, that upon a holder of this Warrant the Holder providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereofthis certificate) (the “Waiver Notice”) that such the Holder would like to waive this Section 7 6 with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, this Section 7 will 6 shall be of no force or effect with regard to all or a portion those shares of the Warrant Common Stock referenced in the Waiver Notice; provided, further, that during the sixty-one (61) day period prior to the Expiration Date of this Warrant Termination Date, the Holder may waive this Section 7 upon 6 by providing the a Waiver Notice at any time during such sixty-one (61) day period; and provided, further, that any Waiver Notice provided during the sixty-one (61) day period prior to the Expiration Termination Date will not be effective until the last day of the TermTermination Date.