Common use of Warrant Coverage Clause in Contracts

Warrant Coverage. (a) If the Notes issued to the original Holder on the date hereof are converted into Series D Preferred Stock of the Company, this Warrant shall be exercisable for a number of shares of Series D Preferred Stock determined as follows: the quotient of numerator (A) the product of (x) 0.05, (y) the aggregate amount loaned by such Investor at the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the date of the closing of the Next Financing; provided that such number of months shall not exceed four, and denominator (B) the per share price of the Series D Preferred Stock issued and sold in the Next Financing. (b) If the Notes issued to the original Holder on the date hereof are paid in full or converted into Series C Preferred Stock of the Company (the date of such, the “Measurement Date”), this Warrant shall be exercisable for the number of shares of the Company’s Series C Preferred Stock equal to the quotient of numerator (A) the product of (x) 0.05, (y) the aggregate amount loaned by such Investor at the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the Measurement Date, provided that such number of months shall not exceed four, and denominator (B) $2.54 (as adjusted for stock splits, combinations, reorganizations and the like).

Warrant Coverage. The Company shall issue to W▇▇▇▇▇▇▇▇▇ or its designees at the Closing, warrants (athe “W▇▇▇▇▇▇▇▇▇ Warrants”) If the Notes issued to the original Holder on the date hereof are converted into Series D Preferred Stock of the Company, this Warrant shall be exercisable for a purchase that number of shares of Series D Preferred Stock determined as follows: the quotient of numerator (A) the product of (x) 0.05, (y) the aggregate amount loaned by such Investor at the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the date of the closing of the Next Financing; provided that such number of months shall not exceed four, and denominator (B) the per share price of the Series D Preferred Stock issued and sold in the Next Financing. (b) If the Notes issued to the original Holder on the date hereof are paid in full or converted into Series C Preferred Stock common stock of the Company equal to 8% of the aggregate number of shares of Common Stock issued or issuable upon conversion in the Offering (if the date of such, the Securities include an “Measurement Date”), this Warrant additional investment right” or multiple closing transaction such components shall be exercisable included and issued when such component is exercised but not including the components of any warrants with an exercise period of more than 13 months); provided, however, W▇▇▇▇▇▇▇▇▇’▇ cash fee on the investors, if any, on the TRW Tail Investors shall be reduced to 4% of the aggregate number of shares of Common Stock issued or issuable upon conversion to such TRW Tail Investors. Notwithstanding the forgoing, any securities issued for consideration other than cash in the Offering, shall not be included in the number of shares of Common Stock. If the Company’s Series C Preferred Stock equal Securities included in an Offering are non-convertible, the W▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the then market price of the Common Stock. The W▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to the quotient of numerator (A) the product of (x) 0.05, (y) the aggregate amount loaned by such Investor at investors in the applicable Closing at which this Warrant was Offering. If no warrants are issued and to investors in an Offering, the W▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to W▇▇▇▇▇▇▇▇▇, have a term of 5 years (z) if in a registered offering, from the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the effective date of the applicable Closing registration statement and otherwise from the Measurement Datedate of issuance), provided that such number an exercise price equal to 110% of months the then market price of the Common Stock and provide for cashless exercise in the event the shares underlying the warrants are not subject to an effective registration statement at the time of exercise. Notwithstanding the foregoing, the warrants will not contain any non-standard anti-dilution protection or so called price-protection provisions. Notwithstanding anything herein to the contrary, W▇▇▇▇▇▇▇▇▇ shall not exceed four, and denominator (B) $2.54 (as adjusted for stock splits, combinations, reorganizations and the like)be entitled to W▇▇▇▇▇▇▇▇▇ Warrants on any securities issued in a Company Offering.

Warrant Coverage. The Company shall issue to ▇▇▇▇▇▇ or its designees at each Closing, warrants (athe “▇▇▇▇▇▇ Warrants”) If the Notes issued to the original Holder on the date hereof are converted into Series D Preferred Stock of the Company, this Warrant shall be exercisable for a purchase that number of shares of Series D Preferred Stock determined as follows: the quotient of numerator (A) the product of (x) 0.05, (y) the aggregate amount loaned by such Investor at the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the date of the closing of the Next Financing; provided that such number of months shall not exceed four, and denominator (B) the per share price of the Series D Preferred Stock issued and sold in the Next Financing. (b) If the Notes issued to the original Holder on the date hereof are paid in full or converted into Series C Preferred Stock common stock of the Company (equal to 7.5% of the date of such, the “Measurement Date”), this Warrant shall be exercisable for the aggregate number of shares of Common Stock issued as a result of new investments in the Company’s Series C Preferred Stock equal to securities made in each Offering (and if the quotient of numerator (A) the product of (x) 0.05Securities are convertible or include a “greenshoe” or “additional investment” option component, (y) the aggregate amount loaned by such Investor at the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the Measurement Date, provided that such number of months shares of Common Stock underlying such Securities or options, with the warrant issuable upon conversion of the Securities or the exercise of the option). If the Securities included in an Offering are non-convertible, the ▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the then market price of the Common Stock. The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such ▇▇▇▇▇▇ Warrant shall have an exercise price equal to 125% of the public offering price per share in the applicable Offering. If no warrants are issued to investors in an Offering, the ▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to the Company and to ▇▇▇▇▇▇, have a term of 5 years and an exercise price equal to 125% of the then market price of the Common Stock. As such, Section A.3 is hereby amended and restated in its entirety to read as follows: Expense Allowance. Out of the proceeds of each Closing (which Closing may consist of one or more closings related to the same Offering), the Company also agrees to pay ▇▇▇▇▇▇ up to $100,000 for its legal fees and expenses, subject to reimbursement by ▇▇▇▇▇▇ to the Company if not used, in accordance with FINRA Rule 5110(f)(2)(C) and (f)(2)(D) (provided, however, that such reimbursement amount in no way limits or impairs the indemnification and contribution provisions of this Agreement). Except as expressly set forth above, all of the terms and conditions of the Engagement Agreement shall continue in full force and effect after the execution of this agreement and shall not exceed fourbe in any way changed, modified or superseded by the terms set forth herein. Defined terms used herein but not defined herein shall have the meanings given to such terms in the Engagement Agreement. This agreement may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and denominator (B) $2.54 (as adjusted for stock splits, combinations, reorganizations each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the like)same agreement.

Warrant Coverage. The Company shall issue to W▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (athe “W▇▇▇▇▇▇▇▇▇ Warrants”) If the Notes issued to the original Holder on the date hereof are converted into Series D Preferred Stock purchase that number of ordinary shares of the CompanyCompany equal to 6.0% of the aggregate number of ordinary shares placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, this Warrant shall be exercisable for a such number of shares of Series D Preferred Stock determined as follows: common stock underlying such “greenshoe” or “additional investment” component, with the quotient W▇▇▇▇▇▇▇▇▇ Warrants issuable upon the exercise of numerator (A) the product of (x) 0.05such component); provided, (y) however, that such W▇▇▇▇▇▇▇▇▇ Warrants coverage shall be reduced to 1.0% with respect to the aggregate amount loaned by such Investor at gross proceeds raised in each Offering from the applicable Closing at which this Warrant was issued and (z) the number Reduced Compensation Investors. Upon any exercise for cash of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the date of the closing of the Next Financing; provided that such number of months shall not exceed four, and denominator (B) the per share price of the Series D Preferred Stock issued and sold in the Next Financing. (b) If the Notes warrants issued to the original Holder on the date hereof are paid investors in full or converted into Series C Preferred Stock of each Offering, the Company shall issue to W▇▇▇▇▇▇▇▇▇ (the date of such, the “Measurement Date”or its designees), this Warrant shall be exercisable for the number of shares within five (5) business days of the Company’s Series C Preferred Stock receipt of the exercise price, the W▇▇▇▇▇▇▇▇▇ Warrants to purchase that number of ordinary shares of the Company equal to the quotient 6.0% of numerator (A) the product of (x) 0.05, (y) the aggregate amount loaned number of such ordinary shares underlying the warrants that have been so exercised (to be reduced to 1.0% of the aggregate number of such ordinary shares underlying the warrants that have been so exercised by the Reduced Compensation Investors). If the Securities included in an Offering are convertible, the W▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Investor at Offering by the Offering Price (as defined hereunder). The W▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to W▇▇▇▇▇▇▇▇▇, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Closing at which this Warrant was issued Offering and (z) if such offering price is not available, the number market price of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between common stock on the date an Offering is commenced multiplied by 125% (such price, the “Offering Price”); provided, however, that W▇▇▇▇▇▇▇▇▇ Warrants may not be exercised within 180 days following the consummation of an applicable Offering; provided, further, that if warrants are issued to investors in an Offering, the W▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such W▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125% of the applicable Closing and the Measurement Date, provided that such number of months shall not exceed four, and denominator (B) $2.54 (as adjusted for stock splits, combinations, reorganizations and the like)Offering Price.

Warrant Coverage. The Company shall issue to ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing warrants (athe “▇▇▇▇▇▇▇▇▇▇ Warrants”) If the Notes issued to the original Holder on the date hereof are converted into Series D Preferred Stock of the Company, this Warrant shall be exercisable for a purchase that number of shares of Series D Preferred Stock determined as follows: the quotient of numerator (A) the product of (x) 0.05, (y) the aggregate amount loaned by such Investor at the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the date of the closing of the Next Financing; provided that such number of months shall not exceed four, and denominator (B) the per share price of the Series D Preferred Stock issued and sold in the Next Financing. (b) If the Notes issued to the original Holder on the date hereof are paid in full or converted into Series C Preferred Stock common stock of the Company (equal to 7.5% of the date of such, the “Measurement Date”), this Warrant shall be exercisable for the aggregate number of shares of common stock (or pre-funded warrants in lieu thereof) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon the exercise of such component); provided, however, that no warrants will be issued to ▇▇▇▇▇▇▇▇▇▇ in connection with an ATM. If the Securities included in an Offering are convertible, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The ▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to ▇▇▇▇▇▇▇▇▇▇, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125% of the Offering Price. In addition, upon the exercise for cash of any privately-placed, unregistered warrants issued to investors in an Offering, the Company shall issue to ▇▇▇▇▇▇▇▇▇▇ (or its designees), within five (5) business days of the Company’s Series C Preferred Stock receipt of the exercise price, the ▇▇▇▇▇▇▇▇▇▇ Warrants to purchase that number of shares of common stock of the Company equal to the quotient 7.5% of numerator (A) the product of (x) 0.05, (y) the aggregate amount loaned by number of such Investor at shares of common stock underlying such warrants that have been so exercised and such ▇▇▇▇▇▇▇▇▇▇ Warrants will be in the same form and terms as the ▇▇▇▇▇▇▇▇▇▇ Warrants originally issued in the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the Measurement Date, provided that such number of months shall not exceed four, and denominator (B) $2.54 (as adjusted for stock splits, combinations, reorganizations and the like)Offering.

Warrant Coverage. (a) If the Notes issued The Company shall issue to the original Holder on the date hereof are converted into Series D Preferred Stock ▇▇▇▇▇▇▇▇▇▇ or its designees at each closing of the CompanyOffering, this Warrant shall be exercisable for warrants (the “▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase a number of shares of Series D Preferred Common Stock determined as follows: the quotient equal to 5.0% of numerator (A) the product of (x) 0.05, (y) the aggregate amount loaned by such Investor at the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number shares of complete months and the percentage of a complete month comprised by any less-than-complete monthCommon Stock (or Common Stock equivalent, between the date of the applicable Closing and the date of the closing of the Next Financing; provided that such number of months shall not exceed fourif applicable, and denominator (B) the per share price of the Series D Preferred Stock issued and sold in the Next Financing. (b) If the Notes issued to the original Holder on the date hereof are paid in full or converted into Series C Preferred Stock of the Company (the date of such, the “Measurement Date”), this Warrant shall be exercisable for the number of including shares of the Company’s Series C Preferred Stock equal A convertible preferred stock, pre-funded warrants, or Securities sold in the Offering that could be converted, but not including any warrants issued to the quotient of numerator (Ainvestors at a closing) the product of (x) 0.05, (y) the aggregate amount loaned by such Investor sold at the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date each closing of the applicable Closing Offering (and if the Measurement DateOffering includes a “greenshoe” or “additional investment” component, provided that such number of months shares of Common Stock underlying such “greenshoe” or “additional investment” component, with the ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon the exercise of such component); provided, however, that no ▇▇▇▇▇▇▇▇▇▇ Warrants will be issued to ▇▇▇▇▇▇▇▇▇▇ (or its designees) pursuant to this section in connection with the ATM Offering, Warrant Solicitation or with respect to any gross proceeds raised in one or more private placements of any Securities by the Company from the Foreign Investors. If the Securities included in the Offering are convertible, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall not exceed fourbe determined by dividing the gross proceeds raised in the Offering by the Offering Price (as hereinafter defined). The ▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to ▇▇▇▇▇▇▇▇▇▇ and the Company, have a term of five (5) years from the issuance date and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the Offering, and denominator if such offering price is not available, the market price of the Common Stock on the date the Offering is priced (B) $2.54 (such price, the “Offering Price”). If any warrants are issued to investors in the Offering, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as adjusted for stock splitsthe warrants issued to the investors in the Offering, combinations, reorganizations and except that such ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125% of the like)Offering Price. The ▇▇▇▇▇▇▇▇▇▇ Warrants issuable at each closing shall be subject to compliance with FINRA Rule 5110.

Warrant Coverage. The Company shall issue to W▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (athe “W▇▇▇▇▇▇▇▇▇ Warrants”) If the Notes issued to the original Holder on the date hereof are converted into Series D Preferred Stock of the Company, this Warrant shall be exercisable for a purchase that number of shares of Series D Preferred Stock determined as follows: the quotient of numerator (A) the product of (x) 0.05, (y) the aggregate amount loaned by such Investor at the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the date of the closing of the Next Financing; provided that such number of months shall not exceed four, and denominator (B) the per share price of the Series D Preferred Stock issued and sold in the Next Financing. (b) If the Notes issued to the original Holder on the date hereof are paid in full or converted into Series C Preferred Stock common stock of the Company (equal to 7.5% of the date of such, the “Measurement Date”), this Warrant shall be exercisable for the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the W▇▇▇▇▇▇▇▇▇ Warrants issuable upon the exercise of such component); provided, however, that no warrants will be issued to W▇▇▇▇▇▇▇▇▇ in connection with an ATM. If the Securities included in an Offering are convertible, the W▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The W▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to W▇▇▇▇▇▇▇▇▇, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the W▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such W▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125% of the Offering Price. In addition, upon any exercise for cash of any unregistered warrants issued to investors in a private placement, the Company shall issue to W▇▇▇▇▇▇▇▇▇ (or its designees), within five (5) business days of the Company’s Series C Preferred Stock receipt of the exercise price, the W▇▇▇▇▇▇▇▇▇ Warrants to purchase that number of shares of common stock of the Company equal to the quotient 7.5% of numerator (A) the product of (x) 0.05, (y) the aggregate amount loaned by number of such Investor shares of common stock underlying such warrants that have been so exercised and such W▇▇▇▇▇▇▇▇▇ Warrants will be in the same form and terms as the W▇▇▇▇▇▇▇▇▇ Warrants originally issued at the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the Measurement Date, provided that such number of months shall not exceed four, and denominator (B) $2.54 (as adjusted for stock splits, combinations, reorganizations and the like)Offering.

Warrant Coverage. The Company shall issue to ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (athe “▇▇▇▇▇▇▇▇▇▇ Warrants”) If the Notes issued to the original Holder on the date hereof are converted into Series D Preferred Stock of the Company, this Warrant shall be exercisable for a purchase that number of shares of Series D Preferred Stock determined as follows: the quotient of numerator (A) the product of (x) 0.05, (y) the aggregate amount loaned by such Investor at the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the date of the closing of the Next Financing; provided that such number of months shall not exceed four, and denominator (B) the per share price of the Series D Preferred Stock issued and sold in the Next Financing. (b) If the Notes issued to the original Holder on the date hereof are paid in full or converted into Series C Preferred Stock common stock of the Company equal to 6.0% if applicable) placed in each Offering (the date of suchand if an Offering includes a “greenshoe” or “additional investment” component, the “Measurement Date”), this Warrant shall be exercisable for the such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Company’s Series C Preferred Stock ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The ▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to ▇▇▇▇▇▇▇▇▇▇, have a term of three (3) years and an exercise price equal to 125% of the quotient offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of numerator the common stock on the date an Offering is commenced (Asuch price, the “Offering Price”). If warrants are issued to investors in an Offering, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125% of the Offering Price (as such term is defined hereunder) and that such exercise price shall be at or above the Minimum Price. “Minimum Price” means a price that is the lower of: (i) the product closing price (as reflected on ▇▇▇▇▇▇.▇▇▇) immediately preceding the signing of the underwriting agreement or the Purchase Agreement (x) 0.05as defined under Paragraph D. of this Agreement), as the case may be; and (yii) the aggregate amount loaned by such Investor at the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date average closing price of the applicable Closing and the Measurement Date, provided that such number of months shall not exceed four, and denominator (B) $2.54 common stock (as adjusted reflected on ▇▇▇▇▇▇.▇▇▇) for stock splitsthe five trading days immediately preceding the signing of the underwriting agreement or the Purchase Agreement, combinations, reorganizations and as the like)case may be.

Warrant Coverage. The Company shall issue to ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (athe “▇▇▇▇▇▇▇▇▇▇ Warrants”) to purchase that number of ordinary shares of the Company equal to 6.0% of the aggregate number of ordinary shares (or ordinary share equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of ordinary shares underlying such “greenshoe” or “additional investment” component, with the ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon the exercise of such component); provided, however, that no warrants will be issued to ▇▇▇▇▇▇▇▇▇▇ in connection with an ATM. If the Notes issued Securities included in an Offering are convertible, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The ▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to ▇▇▇▇▇▇▇▇▇▇, have a term of five (5) years and an exercise price equal to 125% of the original Holder offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the ordinary shares on the date hereof are converted into Series D Preferred Stock of the Company, this Warrant shall be exercisable for a number of shares of Series D Preferred Stock determined as follows: the quotient of numerator an Offering is commenced (A) the product of (x) 0.05, (y) the aggregate amount loaned by such Investor at the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the date of the closing of the Next Financing; provided that such number of months shall not exceed four, and denominator (B) the per share price of the Series D Preferred Stock issued and sold in the Next Financing. (b) If the Notes issued to the original Holder on the date hereof are paid in full or converted into Series C Preferred Stock of the Company (the date of suchprice, the “Measurement DateOffering Price”). If warrants are issued to investors in an Offering, this Warrant the ▇▇▇▇▇▇▇▇▇▇ Warrants shall be exercisable have the same terms as the warrants issued to investors in the applicable Offering, except that such ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125% of the Offering Price. In addition, upon the exercise for cash of any privately-placed, unregistered warrants issued to investors in an Offering, the number of shares Company shall issue to ▇▇▇▇▇▇▇▇▇▇ (or its designees), within five (5) business days of the Company’s Series C Preferred Stock receipt of the exercise price, the ▇▇▇▇▇▇▇▇▇▇ Warrants to purchase that number of ordinary shares of the Company equal to the quotient 6.0% of numerator (A) the product of (x) 0.05, (y) the aggregate amount loaned by number of such Investor at ordinary shares underlying such warrants that have been so exercised and such ▇▇▇▇▇▇▇▇▇▇ Warrants will be in the same form and terms as the ▇▇▇▇▇▇▇▇▇▇ Warrants originally issued in the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the Measurement Date, provided that such number of months shall not exceed four, and denominator (B) $2.54 (as adjusted for stock splits, combinations, reorganizations and the like)Offering.

Warrant Coverage. (a) If the Notes issued The Company shall issue to the original Holder on Underwriter or its designees at each Closing, warrants (the date hereof are converted into Series D Preferred Stock of the Company, this Warrant shall be exercisable for a “Underwriter Warrants”) to purchase that number of shares of Series D Preferred Stock determined as follows: the quotient of numerator (A) the product of (x) 0.05, (y) the aggregate amount loaned by such Investor at the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the date of the closing of the Next Financing; provided that such number of months shall not exceed four, and denominator (B) the per share price of the Series D Preferred Stock issued and sold in the Next Financing. (b) If the Notes issued to the original Holder on the date hereof are paid in full or converted into Series C Preferred Stock common stock of the Company (equal to 2.5% of the date of such, the “Measurement Date”), this Warrant shall be exercisable for the aggregate number of shares of Common Stock issued at each Closing. In the Company’s Series C Preferred Stock event that warrants are not issued at the Closing, the Underwriter Warrants shall be in a customary form reasonably acceptable to the Underwriter, have a term of 5 years from the date hereof and an exercise price equal to 110% of the quotient then market price of numerator the Common Stock. The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter Warrants and the underlying shares of Common Stock during the one hundred eighty (A180) days after the product date hereof and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (x180) 0.05days following the date hereof to anyone other than the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period; (yiii) if the aggregate amount loaned by such Investor at the applicable Closing at which this Warrant was issued and (z) the number of months as measured our securities held by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date Underwriter or related persons do not exceed 1% of the applicable Closing and the Measurement Datesecurities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that such number of months shall not exceed four, and denominator (B) $2.54 (as adjusted for stock splits, combinations, reorganizations no participating member manages or otherwise directs investments by the fund and the like)participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time period.

Warrant Coverage. The Company shall issue to ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (athe “▇▇▇▇▇▇▇▇▇▇ Warrants”) If the Notes issued to the original Holder on the date hereof are converted into Series D Preferred Stock of the Company, this Warrant shall be exercisable for a purchase that number of shares of Series D Preferred Stock determined as follows: the quotient of numerator (A) the product of (x) 0.05, (y) the aggregate amount loaned by such Investor at the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the date of the closing of the Next Financing; provided that such number of months shall not exceed four, and denominator (B) the per share price of the Series D Preferred Stock issued and sold in the Next Financing. (b) If the Notes issued to the original Holder on the date hereof are paid in full or converted into Series C Preferred Stock common stock of the Company (equal to 6.0% of the date of such, the “Measurement Date”), this Warrant shall be exercisable for the aggregate number of shares of the Company’s Series C Preferred Stock equal to the quotient of numerator common stock (Aor common stock equivalent, if applicable) the product of placed in each Offering (x) 0.05and if an Offering includes a “greenshoe” or “additional investment” component, (y) the aggregate amount loaned by such Investor at the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the Measurement Date, provided that such number of months shares of common stock underlying such “greenshoe” or “additional investment” component, with the ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon the exercise of such component). If the Securities included in an Offering are convertible, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall not exceed four, and denominator (B) $2.54 be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as adjusted defined hereunder). The ▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to ▇▇▇▇▇▇▇▇▇▇, have a term of three (3) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125% of the Offering Price (as such term is defined hereunder) and that such exercise price shall be at or above the Minimum Price. “Minimum Price” means a price that is the lower of: (i) the closing price (as reflected on ▇▇▇▇▇▇.▇▇▇) immediately preceding the signing of the underwriting agreement or the Purchase Agreement (as defined under Paragraph D. of this Agreement), as the case may be; and (ii) the average closing price of the common stock (as reflected on ▇▇▇▇▇▇.▇▇▇) for stock splitsthe five trading days immediately preceding the signing of the underwriting agreement or the Purchase Agreement, combinations, reorganizations and as the like)case may be.

Warrant Coverage. The Company shall issue to ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (athe “▇▇▇▇▇▇▇▇▇▇ Warrants”) If the Notes issued to the original Holder on the date hereof are converted into Series D Preferred Stock purchase that number of ordinary shares of the CompanyCompany equal to 6.0% of the aggregate number of ordinary shares placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, this Warrant shall be exercisable for a such number of shares of Series D Preferred Stock determined as follows: common stock underlying such “greenshoe” or “additional investment” component, with the quotient ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon the exercise of numerator (A) the product of (x) 0.05such component); provided, (y) however, that such ▇▇▇▇▇▇▇▇▇▇ Warrants coverage shall be reduced to 1.0% with respect to the aggregate amount loaned by such Investor at gross proceeds raised in each Offering from the applicable Closing at which this Warrant was issued and (z) the number Reduced Compensation Investors. Upon any exercise for cash of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the date of the closing of the Next Financing; provided that such number of months shall not exceed four, and denominator (B) the per share price of the Series D Preferred Stock issued and sold in the Next Financing. (b) If the Notes warrants issued to the original Holder on the date hereof are paid investors in full or converted into Series C Preferred Stock of each Offering, the Company shall issue to ▇▇▇▇▇▇▇▇▇▇ (the date of such, the “Measurement Date”or its designees), this Warrant shall be exercisable for the number of shares within five (5) business days of the Company’s Series C Preferred Stock receipt of the exercise price, the ▇▇▇▇▇▇▇▇▇▇ Warrants to purchase that number of ordinary shares of the Company equal to the quotient 6.0% of numerator (A) the product of (x) 0.05, (y) the aggregate amount loaned number of such ordinary shares underlying the warrants that have been so exercised (to be reduced to 1.0% of the aggregate number of such ordinary shares underlying the warrants that have been so exercised by the Reduced Compensation Investors). If the Securities included in an Offering are convertible, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Investor at Offering by the Offering Price (as defined hereunder). The ▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to ▇▇▇▇▇▇▇▇▇▇, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Closing at which this Warrant was issued Offering and (z) if such offering price is not available, the number market price of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between common stock on the date an Offering is commenced multiplied by 125% (such price, the “Offering Price”); provided, however, that ▇▇▇▇▇▇▇▇▇▇ Warrants may not be exercised within 180 days following the consummation of an applicable Offering; provided, further, that if warrants are issued to investors in an Offering, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125% of the applicable Closing and the Measurement Date, provided that such number of months shall not exceed four, and denominator (B) $2.54 (as adjusted for stock splits, combinations, reorganizations and the like)Offering Price.

Warrant Coverage. The Company shall issue to ▇▇▇▇▇▇▇▇▇▇ or its designees at each Closing, warrants (athe “▇▇▇▇▇▇▇▇▇▇ Warrants”) If the Notes issued to the original Holder on the date hereof are converted into Series D Preferred Stock of the Company, this Warrant shall be exercisable for a purchase that number of shares of Series D Preferred Stock determined as follows: the quotient of numerator (A) the product of (x) 0.05, (y) the aggregate amount loaned by such Investor at the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the date of the closing of the Next Financing; provided that such number of months shall not exceed four, and denominator (B) the per share price of the Series D Preferred Stock issued and sold in the Next Financing. (b) If the Notes issued to the original Holder on the date hereof are paid in full or converted into Series C Preferred Stock common stock of the Company (equal to 7.5% of the date of such, the “Measurement Date”), this Warrant shall be exercisable for the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the ▇▇▇▇▇▇▇▇▇▇ Warrants issuable upon the exercise of such component); provided, however, that no warrants will be issued to ▇▇▇▇▇▇▇▇▇▇ in connection with an ATM. If the Securities included in an Offering are convertible, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering by the Offering Price (as defined hereunder). The ▇▇▇▇▇▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to ▇▇▇▇▇▇▇▇▇▇, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the common stock on the date an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in an Offering, the ▇▇▇▇▇▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such ▇▇▇▇▇▇▇▇▇▇ Warrants shall have an exercise price equal to 125% of the Offering Price. In addition, upon the exercise for cash of any privately-placed, unregistered warrants issued to investors in an Offering, the Company shall issue to ▇▇▇▇▇▇▇▇▇▇ (or its designees), within five (5) business days of the Company’s Series C Preferred Stock receipt of the exercise price, the ▇▇▇▇▇▇▇▇▇▇ Warrants to purchase that number of shares of common stock of the Company equal to the quotient 7.5% of numerator (A) the product of (x) 0.05, (y) the aggregate amount loaned by number of such Investor at shares of common stock underlying such warrants that have been so exercised and such ▇▇▇▇▇▇▇▇▇▇ Warrants will be in the same form and terms as the ▇▇▇▇▇▇▇▇▇▇ Warrants originally issued in the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the Measurement Date, provided that such number of months shall not exceed four, and denominator (B) $2.54 (as adjusted for stock splits, combinations, reorganizations and the like)Offering.

Warrant Coverage. The Company shall issue to R▇▇▇▇▇ or its designees at each Closing, warrants (athe “R▇▇▇▇▇ Warrants”) to purchase that number of ordinary shares of the Company equal to 6.5% of the aggregate number of ordinary shares placed in the Offering (and if the Offering includes a “greenshoe” or “additional investment” option component, such number of ordinary shares underlying such additional option component, with the R▇▇▇▇▇ Warrants issuable upon the exercise of such option). If the Notes Securities included in the Offering are convertible, the R▇▇▇▇▇ Warrants shall be determined by dividing the gross proceeds raised in such Offering divided by the Offering Price (as defined hereunder). The R▇▇▇▇▇ Warrants shall have the same terms as the warrants issued to investors in the original Holder applicable Offering, except that such R▇▇▇▇▇ Warrant shall have an exercise price equal to 125% of the offering price per ordinary share (or the implied price per ordinary share (as determined by the parties in good faith) if sold as part of a unit or underlying convertible securities issued as part of a unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the ordinary share on the date hereof the Offering is commenced (such price, the “Offering Price”). If no warrants are converted into Series D Preferred Stock issued to investors in the Offering, the R▇▇▇▇▇ Warrants shall be in a customary form reasonably acceptable to R▇▇▇▇▇ and to the Company, have a term of five (5) years and an exercise price equal to 125% of the Offering Price. It is hereby acknowledged that the Company may not have sufficient authorized and unreserved ordinary shares for the issuance of the entire number of R▇▇▇▇▇ Warrants. In such case, the Company shall issue the R▇▇▇▇▇ Warrants, subject to shareholder approval for the increase of the Company, this Warrant shall be exercisable for a number 's authorized share capital in an amount of shares sufficient to cover the issuance of Series D Preferred Stock determined as follows: the quotient of numerator (A) shares underlying the product of (x) 0.05, (y) the aggregate amount loaned by such Investor R▇▇▇▇▇ Warrants. The Company will include a proposal in this regard at the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the date of the closing of the Next Financing; provided that such number of months shall not exceed four, and denominator (B) the per share price of the Series D Preferred Stock issued and sold in the Next Financing. (b) If the Notes issued to the original Holder on the date hereof are paid in full or converted into Series C Preferred Stock of the Company (the date of such, the “Measurement Date”), this Warrant shall be exercisable for the number of shares next general meeting of the Company’s Series C Preferred Stock equal to shareholders however it is hereby acknowledged that the quotient of numerator (A) Company cannot undertake that the product of (x) 0.05, (y) the aggregate amount loaned by shareholders will approve such Investor at the applicable Closing at which this Warrant was issued and (z) the number of months as measured by the number of complete months and the percentage of a complete month comprised by any less-than-complete month, between the date of the applicable Closing and the Measurement Date, provided that such number of months shall not exceed four, and denominator (B) $2.54 (as adjusted for stock splits, combinations, reorganizations and the like)proposal.