Common use of Principal Market Regulation Clause in Contracts

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise of this Warrant without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreement. Until such approval or written opinion is obtained, no Purchaser shall be issued, upon exercise of any Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants shall exercise all of such holder’s Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise pursuant to the terms of this Warrant if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which that the Company may issue upon exercise of this Warrant without breaching the Warrants in compliance with the Company’s obligations under the rules or regulations of the Principal Nasdaq Capital Market (“Principal Market”) (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolder. Until such approval or such written opinion is obtained, no Purchaser the Holder shall not be issued, upon exercise of any Warrants, issued in the aggregate shares of Common Stock upon the exercise of Warrants in an amount greater than the product of (i) the Exchange Cap as of the issuance date multiplied by a fraction, (ii) the numerator quotient of which is (1) the total aggregate number of shares of Common Stock issued to such Purchaser Holder pursuant to the Securities Purchase Agreement this Warrant on the Issuance Initial Exercise Date and the denominator of which is or any Subsequent Exercise Date divided by (2) the aggregate number of shares of Common Stock issued to the Purchasers Holder pursuant to the Securities Purchase Agreement this Warrant on the Issuance Initial Exercise Date or any Subsequent Exercise Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser Holder shall sell or otherwise transfer any of such PurchaserHolder’s WarrantsWarrants (or Common Stock), the transferee shall be allocated a pro rata portion of such PurchaserHolder’s Exchange Cap AllocationAllocation with respect to such portion of such Warrants (or Common Stock) so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder of Warrants shall exercise all of such holder’s Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise conversion of this Warrant Note or otherwise pursuant to the terms of this Note if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise conversion of the Notes or otherwise pursuant to the terms of this Warrant Note without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, including rules related to the aggregate of offerings under NASDAQ Listing Rule 5635(d), the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock upon conversion of the Notes or otherwise pursuant to the terms of this Note in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolder. Until such approval or such written opinion is obtained, no Purchaser Buyer shall be issuedissued in the aggregate, upon exercise conversion of any WarrantsNotes or otherwise pursuant to the terms of this Note, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap multiplied by a fraction, (ii) the numerator quotient of which is (A) the total number aggregate original principal amount of shares of Common Stock Notes issued to such Purchaser Buyer pursuant to the Securities Purchase Agreement on the Issuance applicable Closing Date and the denominator of which is divided by (B) the aggregate number original principal amount of shares of Common Stock all Notes issued to the Purchasers Buyers pursuant to the Securities Purchase Agreement on as of the Issuance applicable Closing Date for each of the Notes (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such PurchaserBuyer’s WarrantsNotes, the transferee shall be allocated a pro rata portion of such PurchaserBuyer’s Exchange Cap AllocationAllocation with respect to such portion of such Notes so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder Upon conversion and exercise in full of Warrants shall exercise all of such a holder’s Warrants into a number of shares of Common Stock whichNotes, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such holder’s Notes shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants Notes on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants Notes then held by each such holder. In At any time after the date hereof, in the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f3(d)(ii) (the “Exchange Cap Shares”), the Company shall pay cash in exchange for the cancellation of such Warrant Shares, shares of Common Stock at a price per Warrant Share equal to the difference between sum of (i) the closing sale price product of (x) such number of Exchange Cap Shares and (y) the Exercise greatest Closing Sale Price as of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Conversion Notice with respect to such Exchange Cap Shares to the Company and ending on the date of such issuance and payment under this Section 3(d)(ii) and (ii) to the attempted exerciseextent of any Buy-In related thereto, any Buy-In Payment Amount, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith (collectively, the “Exchange Cap Share Cancellation Amount”).

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise of this Warrant (including, as applicable, any shares of Common Stock issued upon exercise of this Warrant) without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementRequired Holders. Until such approval or written opinion is obtained, no Purchaser Investor shall be issued, upon exercise or conversion, as applicable, of any WarrantsWarrant or any Securities, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock issued to such Purchaser Investor pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock issued to the Purchasers Investors pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each PurchaserInvestor, the “Exchange Cap Allocation”“). In the event that any Purchaser Investor shall sell or otherwise transfer any of such PurchaserInvestor’s Warrants, the transferee shall be allocated a pro rata portion of such PurchaserInvestor’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants shall exercise all of such holder’s Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise conversion of this Warrant Preferred Shares, and the Holders of Preferred Shares shall not have the right to receive upon conversion of Preferred Shares (x) any shares of Common Stock or (y) any compensatory payments solely in respect of the Company's failure to obtain Stockholder Approval (as defined in the Securities Purchase Agreement), if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise conversion of this Warrant Preferred Shares or otherwise without breaching the Company’s 's obligations under the rules or regulations of the Principal Market, whether or not the Common Stock is listed on the Principal Market (the “"Exchange Cap”"), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementamount. Until such approval or written opinion is obtained, no Purchaser Holder of Preferred Shares shall be issuedissued in the aggregate, upon exercise conversion or payment, as applicable, of any WarrantsPreferred Shares, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock Preferred Shares issued to such Purchaser Holder pursuant to the Securities Purchase Agreement on the Issuance Closing Date (as defined in the Securities Purchase Agreement) and the denominator of which is the aggregate number of shares of Common Stock all Preferred Shares issued to the Purchasers Holders pursuant to the Securities Purchase Agreement on the Issuance Closing Date (with respect to each Purchasersuch Holder, the “"Exchange Cap Allocation”“"). In the event that any Purchaser Holder shall sell or otherwise transfer any of such Purchaser’s WarrantsHolder's Preferred Shares, the transferee shall be allocated a pro rata portion of such Purchaser’s Holder's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants Holder shall exercise convert all of such holder’s Warrants Holder's Preferred Shares into a number of shares of Common Stock which, in the aggregate, is less than such holder’s 's Exchange Cap Allocation, then the difference between such holder’s 's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders Holders of Warrants Preferred Shares on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants Preferred Shares then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exerciseHolder.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant and no Buyer shall be entitled to receive any shares of Common Stock if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue pursuant to the Securities Purchase Agreement and upon exercise of this Warrant the SPA Warrants or otherwise without breaching the Company’s 's obligations under the rules or regulations of the Principal any applicable Eligible Market (the “"Exchange Cap”"), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Eligible Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementamount. Until such approval or written opinion is obtained, no Purchaser Buyer shall be issuedissued in the aggregate, upon exercise or conversion, as applicable, of any SPA Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the SPA Warrants issued to such Purchaser Buyer pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock underlying the SPA Warrants issued to all of the Purchasers Buyers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each PurchaserBuyer, the “"Exchange Cap Allocation”“"). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such Purchaser’s Buyer's SPA Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Buyer's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of SPA Warrants shall exercise all of such holder’s 's SPA Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s 's Exchange Cap Allocation, then the difference between such holder’s 's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise conversion of any Preferred Shares or otherwise pursuant to the terms of this Warrant Certificate of Designations if the issuance of such shares of Common Stock would exceed that number of 18,531,213 shares of Common Stock (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the Subscription Date) (the number of shares which the Company may issue upon exercise of this Warrant be issued without breaching the Company’s obligations under the violating such rules or regulations of the Principal Market (and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementamount. Until such approval or written opinion is obtained, no Purchaser Holder shall be issuedissued in the aggregate, upon conversion or exercise (as the case may be) of any WarrantsPreferred Shares, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Initial Issuance Date multiplied by a fraction, (ii) the numerator quotient of which is the total number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is (1) the aggregate number of shares of Common Stock Preferred Shares issued to the Purchasers pursuant to the Securities Purchase Agreement such Holder on the Initial Issuance Date divided by (2) the aggregate number of Preferred Shares issued to all Holders on the Initial Issuance Date (with respect to each PurchaserHolder, the “Exchange Cap Allocation”“). In the event that any Purchaser Holder shall sell or otherwise transfer any of such PurchaserHolder’s WarrantsPreferred Shares, the transferee shall be allocated a pro rata portion of such PurchaserHolder’s Exchange Cap AllocationAllocation with respect to such portion of such Preferred Shares so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder Upon conversion in full of Warrants shall exercise all of such a holder’s Warrants into a number of shares of Common Stock whichPreferred Shares, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such Preferred Shares shall be allocated allocated, to the respective Exchange Cap Allocations of the remaining holders of Warrants Holders on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants Preferred Shares then held by each such holderholder of Preferred Shares. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f)4(d)(ii) (the “Exchange Cap Shares”) to a Holder at any time after the Stockholder Meeting Outside Date, the Company shall pay cash to such Holder in exchange for cancellation the redemption of such Warrant Shares, number of Preferred Shares held by the Holder that are not convertible into such Exchange Cap Shares at a price per Warrant Share equal to the difference between product of (x) such number of Exchange Cap Shares and (y) the closing sale price and Closing Sale Price on the Exercise Price as of Trading Day immediately preceding the date of such Holder delivers the attempted exerciseapplicable Conversion Notice with respect to such Exchange Cap Shares to the Company.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon the exercise of this Warrant if the issuance of such shares of Common Stock (taken together with the issuance of any other shares that are required to be aggregated with the issuance of the shares of Common Stock issuable upon exercise of the Warrant) would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion or otherwise pursuant to the terms of this Warrant (as the case may be) without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolder. Until such approval or such written opinion is obtained, no Purchaser the Holder shall not be issuedissued in the aggregate, upon exercise of any Warrantspursuant to this Warrant, shares of Common Stock in an amount greater than the product Exchange Cap as of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”“)Issue Date. In the event that any Purchaser the Holder shall sell or otherwise transfer any of such Purchaser’s Warrantsthis Warrant, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants shall exercise all of such holder’s Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f2(f) (the “Exchange Cap Shares”), in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder in exchange for the cancellation of such portion of this Warrant Shares, exercisable into such Exchange Cap Shares (the “Exchange Cap Payment Amount”) at a price per Warrant Share equal to the difference between sum of (x) the closing sale product of (A) such number of Exchange Cap Shares and (B) the highest price for the Common Stock on the Principal Market on any Trading Day during the period commencing on the date the Holder delivers the applicable Notice of Exercise with respect to such Exchange Cap Shares to the Company and the Exercise Price as of ending on the date of such payment under this Section 2(f) and (y) to the attempted exerciseextent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise pursuant to the terms of this Warrant Note, and the Holder shall not have the right to receive pursuant to the terms of this Note any shares of Common Stock, if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise pursuant to the terms of this Warrant the Notes without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (Ai) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (Bii) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementRequired Holders. Until such approval or written opinion is obtained, no Purchaser purchaser of the Notes pursuant to the Securities Purchase Agreement (the “Purchasers”) shall be issuedissued in the aggregate, upon exercise pursuant to the terms of any Warrantsthe Notes, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number Principal amount of shares of Common Stock Notes issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date all Closing Dates and the denominator of which is the aggregate number principal amount of shares of Common Stock all Notes issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date all Closing Dates (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s WarrantsNotes, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants Notes shall exercise convert all of such holder’s Warrants Notes into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants Notes on a pro rata basis in proportion to the shares aggregate principal amount of Common Stock underlying the Warrants Notes then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Conversion Shares for which an Exercise a Conversion Notice has been received as a result of the operation of this Section 1(f3(d)(ii), then unless the Holder elects to void such conversion, the Holder may require the Company shall to pay to the Holder within three (3) Trading Days of the attempted conversion, cash in exchange for cancellation of the Conversion Amount that is subject to such Warrant SharesConversion Notice, at a price per Warrant Share share of Common Stock that would have been issuable upon such conversion if this Section 3(d)(ii) were not in effect equal to the difference between the closing sale highest trading price and the Exercise Price as of the Common Stock in effect at any time during the period beginning on the applicable Conversion Date and ending on the date of the attempted exerciseCompany makes the payment provided for in this sentence.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon conversion or exercise (as the case may be) of this Warrant the Preferred Shares (as defined in the Securities Purchase Agreement) or otherwise pursuant to the Certificate of Designations (as defined in the Securities Purchase Agreement) and the SPA Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolder. Until such approval or such written opinion is obtained, no Purchaser Buyer shall be issuedissued in the aggregate, upon exercise or conversion (as the case may be) of any WarrantsSPA Warrants or any of the Preferred Shares or otherwise pursuant to the Certificate of Designations, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap multiplied by a fraction, (ii) the numerator quotient of which is (1) the total aggregate number of shares of Common Stock Preferred Shares issued or issuable to such Purchaser Buyer pursuant to the Securities Purchase Agreement on any Closing Date (as defined in the Issuance Date and the denominator of which is Securities Purchase Agreement) divided by (2) the aggregate number of shares of Common Stock all Preferred Shares issued or issuable to the Purchasers Buyers pursuant to the Securities Purchase Agreement on the Issuance any Closing Date (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such PurchaserBuyer’s SPA Warrants, the transferee shall be allocated a pro rata portion of such PurchaserBuyer’s Exchange Cap AllocationAllocation with respect to such portion of such SPA Warrants so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder Upon exercise and conversion in full of Warrants shall exercise all of such a holder’s SPA Warrants into a number and Preferred Shares or other issuance pursuant to the Certificate of shares of Common Stock whichDesignations, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s exercise in full of such SPA Warrants and such holder’s conversion in full of such Preferred Shares shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants and Preferred Shares on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants and Preferred Shares then held by each such holder. In the event that the Company is prohibited from issuing all or any part of the Warrant Shares (collectively, the “Exchange Cap Blocked Shares”) for which an Exercise Notice has been received as a result of the operation of this Section 1(f1(f)(ii), the Company shall pay cash to the Holder in exchange for cancellation of such Warrant SharesExchange Cap Blocked Shares on or prior to the applicable Share Delivery Deadline, at a price per Warrant Exchange Cap Blocked Share equal to the difference between the closing sale price Closing Sale Price of the Common Stock for the Trading Day immediately preceding the date of the attempted exercise and the Exercise Price as of the such date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise conversion of this Warrant Note or otherwise pursuant to the terms of this Note if the issuance of such shares of Common Stock (taken together with the issuance of all other shares of Common Stock upon conversion of the Other Notes or otherwise pursuant to the terms of the Notes and taken together with the issuance of all shares of Common Stock issued and issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by the Securities Purchase Agreement under the rules or regulations of the Principal Market) would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise conversion of this Warrant the Notes and or otherwise pursuant to the terms of the Notes without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolder. Until such approval or such written opinion is obtained, no Purchaser Holder shall be issuedissued in the aggregate, upon exercise conversion of any WarrantsNotes or otherwise pursuant to the terms of the Notes, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants shall exercise all of such holder’s Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holderCap. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f3(d)(ii) (the “Exchange Cap Shares”), the Company shall pay cash in exchange for cancellation of the Conversion Amount that is subject to such Warrant Shares, at a price per Warrant Share Conversion Notice in an amount equal to the difference between sum of (i) the closing sale price product of (x) such number of Exchange Cap Shares and (y) the Exercise greatest Closing Sale Price as of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Conversion Notice with respect to such Exchange Cap Shares to the Company and ending on the Trading Day immediately preceding the date of such issuance and payment under this Section 3(d)(ii) and (ii) to the attempted exerciseextent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any brokerage commissions and other reasonable out-of-pocket expenses, if any, of the Holder incurred in connection therewith.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant Debenture Shares if the issuance of such shares of Common Stock thereof would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise pursuant to the terms of this Warrant Debenture without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, including rules related to the aggregation of offerings under NASDAQ Listing Rule 5635(d), the “Exchange Cap”), except that such limitation shall not no longer apply in to the event extent that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market stockholders for such issuance or issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company Counsel that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolder. Until such approval or such written opinion is obtained, no Purchaser shall be issued, upon exercise of any Warrants, shares of Common Stock issued Debenture Shares in an amount greater than the product of (i) the Exchange Cap multiplied by a fraction, (ii) the numerator quotient of which is (A) the total number aggregate original principal amount of shares of Common Stock Debentures issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Original Issue Date and the denominator of which is divided by (B) the aggregate number original principal amount of shares of Common Stock all Debentures issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Original Issue Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). On the Original Issue Date, the Holder’s Exchange Cap Allocation with respect to this Debenture issued to such Holder is ______ shares of Common Stock. In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s WarrantsDebentures, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap AllocationAllocation with respect to such portion of such Debentures so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In Upon the event that any holder satisfaction in full of Warrants shall exercise all of such holdera Purchaser’s Warrants into a number of shares of Common Stock whichDebentures, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock Debenture Shares actually issued to such holder pursuant to such holder’s Debentures shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants Debentures on a pro rata basis in proportion to the shares relative outstanding principal amounts of Common Stock underlying the Warrants Debentures then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon the exercise of this Warrant if the issuance of such shares of Common Stock (taken together with each issuance of such shares (x) pursuant to the Securities Purchase Agreement, (y) upon the conversion of the Series B Preferred Stock in accordance with the Articles of Incorporation or otherwise and (z) upon conversion of the Non-Voting Common Stock in accordance with the Articles of Incorporation or otherwise) would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion or otherwise pursuant to the terms of this Warrant the Series B Preferred Stock, Non-Voting Common Stock or Warrants (as the case may be) without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementWarrantholder. Until such approval or such written opinion is obtained, no Purchaser Warrantholder (each, an “Existing Buyer”) shall be issuedissued in the aggregate, upon conversion or exercise (as the case may be) of any WarrantsSeries B Preferred Stock, Non-Voting Common Stock, this Warrant or otherwise pursuant to the terms of the Securities Purchase Agreement, the Articles of Incorporation or this Warrant, shares of Common Stock in an amount greater than the product difference between of (i) the Exchange Cap multiplied by a fraction, as of the numerator Issuance Date minus (ii) the sum of which is of (1) the total aggregate number of shares of of Common Stock issued to such Purchaser pursuant to Existing Buyer on the Closing Date (as defined in the Securities Purchase Agreement on the Issuance Date and the denominator of which is Agreement) plus (2) the aggregate number of shares of Common Stock issued to the Purchasers pursuant to the Securities Purchase Agreement other investors on the Issuance Closing Date (with respect to each Purchasersuch Existing Buyer, the “Exchange Cap Allocation”“). In the event that any Purchaser such Existing Buyer shall sell or otherwise transfer any of such PurchaserExisting Buyer’s WarrantsWarrant, the transferee shall be allocated a pro rata portion of such PurchaserExisting Buyer’s Exchange Cap AllocationAllocation with respect to such portion of such Warrant so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder of Warrants shall Upon conversion and exercise all in full of such holderExisting Buyer’s Warrants into a number of shares of Series B Preferred Stock, Non-Voting Common Stock whichor Warrants, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holderExisting Buyer’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder Existing Buyer upon such Existing Buyer’s conversion in full of such Series B Preferred Stock or Non-Voting Common Stock and such Existing Buyer’s exercise in full of such Warrants shall be allocated allocated, to the respective Exchange Cap Allocations of the remaining holders Existing Buyers of Series B Preferred Stock, Non-Voting Common Stock or Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Series B Preferred Stock, Non-Voting Common Stock or Warrants then held by each such holderExisting Buyer of Series B Preferred Stock, Non-Voting Common Stock or Warrants. In the event that the Company is then prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f26 (the “Exchange Cap Shares”), in lieu of issuing and delivering such Exchange Cap Shares to the Warrantholder, the Company shall pay cash to the Warrantholder in exchange for the cancellation of such portion of this Warrant Shares, exercisable into such Exchange Cap Shares (the “Exchange Cap Payment Amount”) at a price per Warrant Share equal to the difference between sum of (x) the closing sale price product of (A) such number of Exchange Cap Shares and (B) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Warrantholder delivers the applicable Notice of Exercise Price as of with respect to such Exchange Cap Shares to the Company and ending on the date of such payment under this Section 26 and (y) to the attempted exerciseextent the Warrantholder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Warrantholder of Exchange Cap Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Warrantholder incurred in connection therewith.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant the Option if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue (A) as Common Shares pursuant hereto, (B) upon exercise of this Warrant the Option, (C) upon conversion of the Company’s 8% Senior Convertible Debentures Due March 25, 2006 issued to Manchester Securities Corp. (the “Debentures”), (D) upon exercises of the Warrants (as defined in the Debentures), (E) upon exercises of the Common Stock Purchase Warrants dated March 25, 2004 issued to Financial West Group, Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxxx (the issuances upon such exercises, the “Reedland Issuances”) and (F) in connection with any other sale, issuance or potential issuance of Common Stock by the Company that may be considered by the Principal Market (as defined below) to be the same “transaction,” for purposes of NASD Rule 4350(i)(1)(D), as the issuance of Common Stock upon exercise of the Option (such other sales, issuances or potential issuances, the “Other Related Offerings”), each without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Principal Market Cap”), which amount shall be calculated for all the Option as the amount of the Principal Market Cap less the aggregate number of shares of Common Stock issued or to be issued as contemplated by clauses (A) and (C) through (F) above, except that such limitation shall not apply in the event that the Company (Ax) obtains the approval of its shareholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount Shareholder Approval or (By) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders Purchaser. For purposes of the Warrant representing at least a majority preceding sentence, the term “Shareholder Approval” shall mean the approval of the shares stockholders of Common Stock underlying the Warrants then outstanding issued Company, in accordance with NASD Rule 4350(i) (or the equivalent thereof under the Securities Purchase Agreementrules of the Principal Market), of the transactions described in the Transaction Documents (for purposes of this sentence only, as such term is used in the Debentures) the Reedland Issuances, the transactions described in this Agreement and the Other Related Offerings. Until such approval or written opinion is obtained, no the Purchaser shall not be issued, upon exercise of any Warrantsthe Option, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants shall exercise all of such holder’s Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation violation of this Section 1(f1.4(b)(ii), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant and no Purchaser shall be entitled to receive any shares of Common Stock if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise of this Warrant the all the Warrants issued pursuant to the Purchase Agreement (the "SPA Warrants") or otherwise without breaching the Company’s 's obligations under the rules or regulations of the Principal any applicable Eligible Market (the “"Exchange Cap”"), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Eligible Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementamount. Until such approval or written opinion is obtained, no Purchaser shall be issued, issued in the aggregate upon exercise of any SPA Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the SPA Warrants issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Issue Date and the denominator of which is the aggregate number of shares of Common Stock underlying the SPA Warrants issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Issue Date (with respect to each Purchaser, the “"Exchange Cap Allocation”“"). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s 's SPA Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s 's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of SPA Warrants shall exercise all of such holder’s 's SPA Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s 's Exchange Cap Allocation, then the difference between such holder’s 's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise conversion of this Warrant Note if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise conversion of this Warrant the Notes without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant Notes representing at least a majority of the shares principal amounts of Common Stock underlying the Warrants Notes then outstanding issued under the Securities Purchase Agreementoutstanding. Until such approval or written opinion is obtained, no Purchaser purchaser of the Notes pursuant to the Securities Purchase Agreement (the “Purchasers”) shall be issued, upon exercise conversion of any WarrantsNotes, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number principal amount of shares of Common Stock Notes issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number principal amount of shares of Common Stock all Notes issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s WarrantsNotes, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants Notes shall exercise convert all of such holder’s Warrants Notes into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants Notes on a pro rata basis in proportion to the shares aggregate principal amount of Common Stock underlying the Warrants Notes then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise conversion of this Warrant Series B Preferred Shares, and the Holders of Series B Preferred Shares shall not have the right to receive upon conversion of Series B Preferred Shares any shares of Common Stock, if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise conversion of this Warrant Series B Preferred Shares or otherwise without breaching the Company’s obligations under the rules or regulations of the Principal Market, whether or not the Common Stock is listed on the Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementRequired Holders. Until such approval or written opinion is obtained, no Purchaser Holder of Series B Preferred Shares shall be issuedissued in the aggregate, upon exercise conversion or payment, as applicable, of any WarrantsSeries B Preferred Shares, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock Series B Preferred Shares issued to such Purchaser Holder pursuant to the Securities Purchase Agreement on the Issuance Closing Date and the denominator of which is the aggregate number of shares of Common Stock all Series B Preferred Shares issued to the Purchasers Holders pursuant to the Securities Purchase Agreement on the Issuance Closing Date (with respect to each Purchasersuch Holder, the “Exchange Cap Allocation”“). In the event that any Purchaser Holder shall sell or otherwise transfer any of such PurchaserHolder’s WarrantsSeries B Preferred Shares, the transferee shall be allocated a pro rata portion of such PurchaserHolder’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants Holder shall exercise convert all of such holderHolder’s Warrants Series B Preferred Shares into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders Holders of Warrants Series B Preferred Shares on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants Series B Preferred Shares then held by each such holderHolder. In the event that the Company is prohibited from issuing any Warrant Shares shares of Common Stock for which an Exercise a Conversion Notice has been received following the earlier of the consummation or termination of the Merger (other than during the 100 day period immediately following the termination of the Merger) as a result of the operation of this Section 1(f9(ii), the Company shall pay cash in exchange for cancellation of such Warrant Series B Preferred Shares, at a price per Warrant Share share of Common Stock equal to the difference between the closing sale price Weighted Average Price and the Exercise Conversion Price as of the date of the such attempted exerciseconversion.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise pursuant to the terms of this Warrant Agreement if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue pursuant to this Agreement or upon exercise of this Warrant the Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Nasdaq Capital Market (“Principal Market”) (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolder. Until such approval or such written opinion is obtained, no Purchaser the Holder shall be issued, upon exercise of any Warrants, issued in the aggregate shares of Common Stock (including upon the exercise of Warrants) in an amount greater than the product of (i) the Exchange Cap as of the issuance date multiplied by a fraction, (ii) the numerator quotient of which is (1) the total aggregate number of shares of Common Stock issued to such Purchaser Holder pursuant to the Securities Purchase this Agreement on the Issuance Closing Date and the denominator of which is divided by (2) the aggregate number of shares of Common Stock issued to the Purchasers Holder pursuant to the Securities Purchase this Agreement on the Issuance Closing Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser Holder shall sell or otherwise transfer any of such PurchaserHolder’s Common Stock or Warrants, the transferee shall be allocated a pro rata portion of such PurchaserHolder’s Exchange Cap AllocationAllocation with respect to such portion of such Common Stock or Warrants so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder of Warrants shall exercise all of such holder’s Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Class A Common Stock upon exercise of this Warrant if the issuance of such shares of Class A Common Stock would exceed that number of shares of Class A Common Stock which the Company may issue upon exercise of this Warrant (including, as applicable, any shares of Class A Common Stock issued upon conversion or exercise of the SPA Securities) without breaching the Company’s 's obligations under the rules or regulations of the Principal Market (the “Exchange Cap”"EXCHANGE CAP"), which number of shares of Class A Common Stock is 8,250,115 as of April 29, 2005, except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market for issuances of shares of Class A Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementRequired Holders. Until such approval or written opinion is obtained, no Purchaser Buyer shall be issued, upon exercise or conversion, as applicable, of any WarrantsSPA Warrants or SPA Securities, shares of Class A Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Class A Common Stock issued to such Purchaser Buyer pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Class A Common Stock issued to the Purchasers Buyers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“"EXCHANGE CAP ALLOCATION"). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such Purchaser’s Buyer's SPA Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Buyer's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of SPA Warrants shall exercise all of such holder’s 's SPA Warrants into a number of shares of Class A Common Stock which, in the aggregate, is less than such holder’s 's Exchange Cap Allocation, then the difference between such holder’s 's Exchange Cap Allocation and the number of shares of Class A Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Class A Common Stock underlying the SPA Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(fSECTION 1(F)(II), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price Closing Sale Price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise pursuant to the terms of this Warrant if Note, and the Holder shall not have the right to receive pursuant to the terms of this Note any shares of Common Stock, to the extent the issuance of such shares of Common Stock would exceed that number of Stock, combined with all shares of Common Stock which previously issued pursuant to the Company may issue upon exercise Exchange Agreement and all Exchange Documents (as defined in the Exchange Agreement), if any, would exceed 6,953,464 shares of this Warrant without breaching Common Stock (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the Company’s obligations under the rules or regulations of the Principal Market Issuance Date) (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementamount. Until such approval or written opinion is obtained, no Purchaser Holder of Notes shall be issuedissued in the aggregate, upon exercise pursuant to the terms of any Warrantsthis Note and the Other Notes, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number principal amount of shares of Common Stock this Note issued to such Purchaser the Holder pursuant to the Securities Purchase Exchange Agreement on the Issuance Exchange Date and the denominator of which is the aggregate number principal amount of shares of Common Stock this Note and the Other Notes issued to the Purchasers Holder and the Other Holders pursuant to the Securities Purchase Exchange Agreement on and the Issuance Date Other Exchange Agreements as of the applicable date of determination (with respect to each Purchasersuch holder, the “Exchange Cap Allocation”“). In the event that any Purchaser Holder shall sell or otherwise transfer any of such PurchaserHolder’s WarrantsNotes, the transferee shall be allocated a pro rata portion of such PurchaserHolder’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder Holder of Warrants Notes shall exercise convert all of such holder’s Warrants Notes into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants Notes on a pro rata basis in proportion to the shares aggregate principal amount of Common Stock underlying the Warrants Notes then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares shares of Common Stock for which an Exercise a Conversion Notice has been received as a result of the operation of this Section 1(f3(d)(ii), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between Holder within three (3) Trading Days of the closing sale price and applicable attempted conversion, cash by wire transfer of immediately available funds pursuant to written wire instructions delivered by the Exercise Holder to the Company in an amount per share of Common Stock that would have been issuable upon such conversion if this Section 3(d)(ii) were not in effect: (x) in the event the Holder delivers a Conversion Notice to the Company before 4:00:00 p.m., New York time (or such other time as the Principal Market or other applicable Eligible Market publicly announces is the official close of trading) on any given Trading Day, the applicable Exchange Cap Weighted Average Price as of the Common Stock for the applicable Exchange Cap Period on the date of the Holder’s attempted exerciseconversion and (y) in the event the Holder delivers a Conversion Notice to the Company on or after 4:00:00 p.m., New York time (or such other time as the Principal Market or other applicable Eligible Market publicly announces is the official close of trading) on any given Trading Day, the Weighted Average Price of the Common Stock on the date of the Holder’s attempted conversion.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise conversion of this Warrant Note if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise conversion of this Warrant the Notes without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount (Company shall be required to obtain such approval if the issuance would exceed that number of shares of Common Stock which the Company may issue upon conversion of the Notes if it breaches the Company’s obligations under the Exchange Cap) or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant Notes representing at least a majority of the shares principal amounts of Common Stock underlying the Warrants Notes then outstanding issued under the Securities Purchase Agreementoutstanding. Company shall use its best efforts to obtain such approval or written opinion. Until such approval or written opinion is obtained, no Purchaser purchaser of the Notes pursuant to the Securities Purchase Agreement (the “Purchasers”) shall be issued, upon exercise conversion of any WarrantsNotes, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number principal amount of shares of Common Stock Notes issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number principal amount of shares of Common Stock all Notes issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s WarrantsNotes, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants shall exercise all of such holder’s Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Company Common Stock upon exercise conversion of this Warrant Note, whether pursuant to this Section 2 or otherwise, if the issuance of such shares of Company Common Stock would exceed that the aggregate number of shares of Company Common Stock which the Company may issue upon conversion or exercise of this Warrant the Notes without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Company Common Stock in excess of such amount amount, regardless of whether or not the shares of Company Common Stock are then listed on the applicable market or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of Required Holders. In the Warrant representing at least event the Company is unable to obtain a majority of written opinion pursuant to Section g(ii)(A), the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementCompany shall use its reasonable best efforts to obtain stockholder approval. Until such approval or written opinion is obtained, no Purchaser purchaser of the Notes pursuant to the Securities Purchase Agreement (the “Purchasers”) shall be issuedissued in the aggregate, upon exercise conversion of any WarrantsNotes, shares of Company Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number principal amount of shares of Common Stock Notes issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Closing Date and the denominator of which is the aggregate number principal amount of shares of Common Stock all Notes issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Closing Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s WarrantsNotes, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants Notes shall exercise convert all of such holder’s Warrants Notes into a number of shares of Company Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Company Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants Notes on a pro rata basis in proportion to the shares aggregate principal amount of Common Stock underlying the Warrants Notes then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant and no Purchaser shall be entitled to receive any shares of Common Stock if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise of this Warrant the all the Warrants issued pursuant to the Purchase Agreement (the "SPA Warrants") or otherwise without breaching the Company’s 's obligations under the rules or regulations of the Principal any applicable Eligible Market (the “"Exchange Cap”"), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Eligible Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementamount. Until such approval or written opinion is obtained, no Purchaser shall be issued, issued in the aggregate upon exercise of any SPA Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the SPA Warrants issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Issue Date and the denominator of which is the aggregate number of shares of Common Stock underlying the SPA Warrants issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Issue Date (with respect to each Purchaser, the “"Exchange Cap Allocation”“"). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s 's SPA Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s 's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of SPA Warrants shall exercise all of such holder’s 's SPA Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s 's Exchange Cap Allocation, then the difference between such holder’s 's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon the exercise of this Warrant if the issuance of such shares of Common Stock (taken together with all prior issuances of shares of Common Stock upon the exercise of the SPA Warrants) would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise of this Warrant the SPA Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolder. Until such approval or such written opinion is obtained, no Purchaser Buyer shall be issuedissued in the aggregate, upon exercise of any of the SPA Warrants, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by a fraction, (ii) the numerator quotient of which is (1) the total number aggregate original Stated Value of shares of Common Stock the Preferred Shares issued to such Purchaser Buyer pursuant to the Securities Purchase Agreement on the Issuance Closing Date and (as defined in the denominator of which is Securities Purchase Agreement) divided by (2) the aggregate number original Stated Value of shares of Common Stock the Preferred Shares issued to the Purchasers Buyers pursuant to the Securities Purchase Agreement on the Issuance Closing Date (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such PurchaserBuyer’s SPA Warrants, the transferee shall be allocated a pro rata portion of such PurchaserBuyer’s Exchange Cap AllocationAllocation with respect to such portion of such SPA Warrants so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder Upon exercise in full of Warrants shall exercise all of such a holder’s Warrants into a number of shares of Common Stock whichSPA Warrants, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s exercise in full of such SPA Warrants shall be allocated allocated, to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holderSPA Warrants. In the event that the Company is then prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f1(f)(i) (the “Exchange Cap Shares”), in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder in exchange for the cancellation of such portion of this Warrant Shares, exercisable into such Exchange Cap Shares (the “Exchange Cap Payment Amount ”) at a price per Warrant Share equal to the difference between sum of (x) the closing sale price product of (A) such number of Exchange Cap Shares and (B) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Exercise Price as of Notice with respect to such Exchange Cap Shares to the Company and ending on the date of such payment under this Section 1(f)(i) and (y) to the attempted exerciseextent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, brokerage commissions, if any, of the Holder incurred in connection therewith.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant and no Purchaser shall be entitled to receive any shares of Common Stock if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise of this Warrant all the Warrants issued pursuant to the Purchase Agreement (the "SPA Warrants") or otherwise without breaching the Company’s 's obligations under the rules or regulations of the Principal any applicable Eligible Market (the “"Exchange Cap”"), even in the event that the Company Common Stock is not listing on any applicable Eligible Market at the time of the issuance, except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Eligible Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementamount. Until such approval or written opinion is obtained, no Purchaser shall be issued, issued in the aggregate upon exercise of any SPA Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the SPA Warrants issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Original Issue Date and the denominator of which is the aggregate number of shares of Common Stock underlying the SPA Warrants issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Original Issue Date (with respect to each Purchaser, the “"Exchange Cap Allocation”“"). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s 's SPA Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s 's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of SPA Warrants shall exercise all of such holder’s 's SPA Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s 's Exchange Cap Allocation, then the difference between such holder’s 's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise conversion of this Warrant Note or otherwise pursuant to the terms of this Note if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon conversion or exercise (as the case may be) of this Note and the Warrant or otherwise pursuant to the terms of this Note without breaching the Company’s obligations under the rules or regulations of The Nasdaq Capital Market (the number of shares which may be issued without violating such rules being 3,869,868, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Principal Market (Common Stock that occur after the Subscription Date, the “Exchange Cap”), except that such limitation shall not apply in to the event extent that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal The Nasdaq Capital Market for issuances of shares of Common Stock upon conversion or exercise (as the case may be) of this Note and the Warrants or otherwise pursuant to the terms of this Note in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreement. Until such approval or written opinion is obtained, no Purchaser shall be issued, upon exercise of any Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants shall exercise all of such holder’s Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holderamount. In the event that the Company is then prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f3(d)(ii) (the “Exchange Cap Shares”), in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder in exchange for the cancellation of such Warrant Shares, portion of this Note Convertible into such Exchange Cap Shares (the “Exchange Cap Payment Amount”) at a price per Warrant Share equal to the difference between sum of (x) the closing sale price product of (A) such number of Exchange Cap Shares and (B) the Exercise greatest Closing Sale Price as of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Conversion Notice with respect to such Exchange Cap Shares to the Company and ending on the date of such payment under this Section 3(d)(ii) and (y) to the attempted exerciseextent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any reasonable brokerage commissions, if any, of the Holder incurred in connection therewith.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise conversion of any Preferred Shares or otherwise pursuant to the terms of this Warrant Certificate of Designations if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion (as the case may be) of this Warrant the Preferred Shares without breaching the Company’s obligations under the rules or and regulations the listing rules of the Principal Market (the maximum number of shares of Common Stock which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules and regulations of the Principal Market for issuances of shares of Common Stock in excess of such amount (the “Stockholder Approval Date”) or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementRequired Holders. Until such approval or such written opinion is obtained, no Purchaser Holder shall be issuedissued in the aggregate, upon conversion or exercise (as the case may be) of any WarrantsPreferred Shares, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Initial Issuance Date multiplied by a fraction, (ii) the numerator quotient of which is (1) the total aggregate number of shares of Common Stock Preferred Shares issued to such Purchaser pursuant to the Securities Purchase Agreement Holder on the Initial Issuance Date and the denominator of which is divided by (2) the aggregate number of shares of Common Preferred Shares and Parity Stock issued to outstanding as of the Purchasers pursuant to the Securities Purchase Agreement on the Initial Issuance Date (with respect to each PurchaserHolder, the “Exchange Cap Allocation”“). In the event that any Purchaser Holder shall sell or otherwise transfer any of such PurchaserXxxxxx’s WarrantsPreferred Shares, the transferee shall be allocated a pro rata portion of such PurchaserHolder’s Exchange Cap AllocationAllocation with respect to such portion of such Preferred Shares so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder Upon conversion in full of Warrants shall exercise all of such holdera Holder’s Warrants into a number of shares of Common Stock whichPreferred Shares, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holderHolder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder Holder upon such Holder’s conversion in full of such Preferred Shares shall be allocated allocated, to the respective Exchange Cap Allocations of the remaining holders of Warrants Preferred Shares and Parity Stock on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants shares of preferred stock of the Company then held by each such holder. In the event that the Company is prohibited from issuing any Warrant holder of Preferred Shares for which an Exercise Notice has been received and/or Parity Stock, as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exerciseapplicable.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant and no Purchaser shall be entitled to receive any shares of Common Stock if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise of this Warrant the Warrants or otherwise without breaching the Company’s 's obligations under the any applicable rules or regulations of the Principal any applicable Trading Market (the “"Exchange Cap”"), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Trading Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant Warrants representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementoutstanding. Until such approval or written opinion is obtained, no Purchaser shall be issuedissued in the aggregate, upon exercise of any Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the Warrants issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock underlying the Warrants issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each Purchaser, the “"Exchange Cap Allocation”“"). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s 's Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s 's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants shall exercise all of such holder’s 's Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s 's Exchange Cap Allocation, then the difference between such holder’s 's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f2(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale dollar volume-weighted average price for such security on the applicable Trading Market and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant if the issuance of such shares of Common Stock (individually or together with all other shares of Common Stock issued or issuable now or in the future, pursuant to (i) this Warrant, (ii) the Debentures issued by the Company pursuant to the Securities Purchase Agreement, (iii) the other Warrants issued pursuant to the Securities Purchase Agreement, or (iv) the Securities Purchase Agreement) would exceed that number of shares of Common Stock which the Company may issue (including, as applicable, any shares of Common Stock issued upon exercise conversion of this Warrant or as payment of any interest under the SPA Securities) without breaching triggering the Company’s obligations stockholder approval requirements set forth in Rule 4350(i) under the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market and in accordance with applicable law for issuances of shares of Common Stock in excess of the threshold amount in such amount rule or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant SPA Warrants representing at least a majority of the shares of Common Stock underlying the SPA Warrants then outstanding issued under the Securities Purchase Agreementoutstanding. Until such approval or written opinion is obtained, no Purchaser shall be issued, upon exercise of any SPA Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total sum of the number of shares Common Shares and the number of Common Stock Conversion Shares and Warrant Shares underlying the SPA Securities and the SPA Warrants issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate sum of the number of shares Common Shares and the number of Common Stock Conversion Shares and Warrant Shares underlying the SPA Securities and the SPA Warrants issued to all the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s SPA Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of SPA Warrants shall exercise all of such holder’s SPA Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant and no Purchaser shall be entitled to receive any shares of Common Stock if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise of this Warrant the all the Warrants issued pursuant to the Purchase Agreement (the "SPA Warrants") or otherwise without breaching the Company’s 's obligations under the rules or regulations of the Principal any applicable Eligible Market (the “"Exchange Cap”"), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Eligible Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementamount. Until such approval or written opinion is obtained, no Purchaser shall be issued, issued in the aggregate upon exercise of any SPA Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the SPA Warrants issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Issue Date and the denominator of which is the aggregate number of shares of Common Stock underlying the SPA Warrants issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Issue Date (with respect to each Purchaser, the “"Exchange Cap Allocation”“"). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s 's SPA Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s 's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of SPA Warrants shall exercise all of such holder’s 's SPA Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s 's Exchange Cap Allocation, then the difference between such holder’s 's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants then held by each such holder. Put Option. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result fails to obtain the Required Approvals within 120 days of the operation of this Section 1(fIssue Date, the Holder shall have the right and option (the "Put Option"), exercisable at any time after the 120th day following the Issue Date and until date the Required Approvals are attained, to require the Company shall pay cash in exchange for cancellation of such to redeem and purchase any or all Warrant Shares, at for a cash purchase price of $4.00 per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exerciseShare.

Principal Market Regulation. The In order to comply with the rules and regulations of the NYSE MKT, LLC (the “Principal Market”), the Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant if the issuance of such shares of Common Stock would exceed that would, when added to the number of Note Shares issued upon conversion of the Note, exceed 32,324,4561 shares of Common Stock which in the Company may issue upon exercise of this Warrant without breaching the Company’s obligations under the rules or regulations of the Principal Market aggregate (the “Exchange Cap”), based upon the total issued and outstanding number of shares of common stock as of the preceding trading day of the Issuance Date, except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to amount. For so long as the Company that such approval Exchange Cap is not requiredapplicable, which opinion no Registered Holder shall be reasonably satisfactory to issued in the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreement. Until such approval or written opinion is obtained, no Purchaser shall be issuedaggregate, upon exercise of any Warrants, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap multiplied by a fraction, (ii) the numerator quotient of which is (1) the total number of shares of Common Stock issued Purchase Price paid by such Registered Holder pursuant to such Purchaser the Subscription Agreement divided by (2) the Purchase Price paid by all Registered Holders pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each PurchaserRegistered Holder, the “Exchange Cap Allocation”“). In the event that any Purchaser Registered Holder shall sell or otherwise transfer any of such PurchaserRegistered Holder’s Warrants, the transferee shall be allocated a pro rata portion of such PurchaserRegistered Holder’s Exchange Cap AllocationAllocation with respect to such portion of such Warrants so transferred, and the restrictions of the prior sentence in this Section 1(d)(ii) shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder Upon exercise in full of Warrants shall exercise all of such a holder’s Warrants into a number of shares of Common Stock whichWarrants, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder's exercise in full of such Warrants shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant and no Buyer shall be entitled to receive any shares of Common Stock if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise of this Warrant the Warrants or otherwise without breaching the Company’s obligations under the any applicable rules or regulations of the Principal any applicable Trading Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Trading Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders Holders of the Warrant Warrants representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementoutstanding. Until such approval or written opinion is obtained, no Purchaser Buyer shall be issuedissued in the aggregate, upon exercise of any Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the Warrants issued to such Purchaser Buyer pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock underlying the Warrants issued to the Purchasers Buyers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such PurchaserBuyer’s Warrants, the transferee shall be allocated a pro rata portion of such PurchaserBuyer’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants shall exercise all of such holder’s Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f2(d)(ii), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price Weighted Average Price and the Exercise Price as of the date of the attempted exercise. As used here, “Closing Sale Price” means, for any security as of any date, the last closing trade price for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price then the last trade price of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last trade price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise conversion of this Warrant Note, and the Holder of this Note shall not have the right to receive upon conversion of this Note any shares of Common Stock, if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise conversion of this Warrant the Notes or as Interest Shares without breaching the Company’s 's obligations under the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders Holders of a majority in aggregate principal amount of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants Notes then outstanding issued under the Securities Purchase Agreement(“Majority of Holders”). Until such approval or written opinion is obtained, no Purchaser Holder shall be issuedissued in the aggregate, upon exercise conversion of any WarrantsNotes, or as Interest Shares, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number Principal amount of shares of Common Stock Notes issued to such Purchaser Holder pursuant to the Securities Purchase Agreement on the Issuance Closing Date and the denominator of which is the aggregate number principal amount of shares of Common Stock all Notes issued to the Purchasers Holders pursuant to the Securities Purchase Agreement on the Issuance Closing Date (with respect to each PurchaserHolder, the “Exchange Cap Allocation”“). In the event that any Purchaser Holder shall sell or otherwise transfer any of such Purchaser’s WarrantsHolder's Notes, the transferee shall be allocated a pro rata portion of such Purchaser’s Holder's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants Notes shall exercise convert all of such holder’s Warrants 's Notes into a number of shares of Common Stock which, in the aggregate, is less than such holder’s 's Exchange Cap Allocation, then the difference between such holder’s 's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants Notes on a pro rata basis in proportion to the shares aggregate principal amount of Common Stock underlying the Warrants Notes then held by each such holder. In Additionally, pursuant to the event Principal Market rules, the Buyers acknowledge that the Company is prohibited from issuing any Warrant Interest Shares and/or the Conversion Shares acquired prior to Stockholder Approval may not be voted for which an Exercise Notice has been received the Resolutions at the Stockholder Meeting (each as a result of defined in the operation of this Section 1(fSecurities Purchase Agreement), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise of this Warrant without breaching the Company’s obligations 's obligations, if any, under the rules or regulations of the Principal Market (the “Exchange Cap”"EXCHANGE CAP"), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementamount. Until such approval or written opinion is obtained, no Purchaser shall be issued, upon exercise of any SPA Warrants, shares of Common Stock stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock stock underlying the SPA Warrants issued to such Purchaser pursuant to the Securities Purchase Agreement on the Initial Issuance Date and the denominator of which is the aggregate number of shares of Common Stock stock underlying all the Warrants issued to the Purchasers pursuant to the Securities Purchase Agreement on the Initial Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”“"EXCHANGE CAP ALLOCATION"). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s 's SPA Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s 's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of SPA Warrants shall exercise all of such holder’s 's SPA Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s 's Exchange Cap Allocation, then the difference between such holder’s 's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock stock underlying the SPA Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The In order to comply with the rules and regulations of the Principal Market, the Company shall not be obligated to issue any shares of Common Stock upon exercise or exchange of this Warrant if the issuance of such shares of Common Stock would exceed that would, when added to the number of Common Shares (as defined in the Securities Purchase Agreement) issued pursuant to the Securities Purchase Agreement and the SPA Warrants, exceed 24,449,301 shares of Common Stock which in the Company may issue upon exercise of this Warrant without breaching the Company’s obligations under the rules or regulations of the Principal Market aggregate (the “Exchange Cap”), based upon the total issued and outstanding number of shares of common stock as of the preceding trading day of the Issuance Date, except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount amount, or (B) obtains a written opinion from outside counsel to is no longer traded on the Company that such approval Principal Market. For so long as the Exchange Cap is not requiredapplicable, which opinion no Buyer shall be reasonably satisfactory to issued in the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreement. Until such approval or written opinion is obtained, no Purchaser shall be issuedaggregate, upon exercise or exchange of any SPA Warrants, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap multiplied by a fraction, (ii) the numerator quotient of which is (1) the total number of shares of Common Stock issued to Purchase Price paid by such Purchaser Buyer pursuant to the Securities Purchase Agreement on divided by (2) the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock issued to the Purchasers Purchase Price paid by all Buyers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such PurchaserBuyer’s SPA Warrants, the transferee shall be allocated a pro rata portion of such PurchaserBuyer’s Exchange Cap AllocationAllocation with respect to such portion of such SPA Warrants so transferred, and the restrictions of the prior sentence in this Section 1(f)(ii) shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder Upon exercise or exchange in full of Warrants shall exercise all of such a holder’s Warrants into a number of shares of Common Stock whichSPA Warrants, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder's exercise or exchange in full of such SPA Warrants shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant if the issuance of such shares of Common Stock would exceed that number (taken together with each issuance of such shares of Common Stock which (i) upon the Company may issue conversion of the Series A Preferred Stock in accordance with the Series A Certificate of Designation or otherwise, (ii) upon the conversion of the Series B Preferred Stock in accordance with the Series B Certificate of Designation or otherwise, (iii) upon the conversion of the Non-Voting Common Stock in accordance with the Certificate of Formation as amended by the Non-Voting Common Stock Certificate of Amendment or otherwise, or (iv) upon the exercise of this the Warrants pursuant to the Warrant without breaching Agreements) would exceed 19.9% of the total outstanding shares of Common Stock of the Company, or more than 19.9% of the total voting power of the Company’s obligations under securities, in each case immediately preceding the rules or regulations issuance of the Principal Market Series A Preferred Stock and Warrants pursuant to this Agreement and the Warrant Agreements (the number of shares which may be issued without violating such limitation, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Trading Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementamount. Until such approval or written opinion is obtained, no Purchaser the Investors (collectively, the “Existing Buyers” and each, individually, an “Existing Buyer”) shall not be issuedpermitted to convert Series A Preferred Stock, upon exercise of any Warrants, shares of Series B Preferred Stock or Non-Voting Common Stock in an or exercise Warrants with respect to more than such Existing Buyer’s pro rata amount greater than the product of such Exchange Cap (such amount, with respect to each Existing Buyer, its “Exchange Cap Allocation Amount”) determined based upon such Existing Buyer’s percentage ownership of the Exchange Cap multiplied by a fraction, the numerator sum of which is the total number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is (1) the aggregate number of shares of Common Stock issued to issuable upon the Purchasers pursuant to conversion of all shares of Series A Preferred Stock, Series B Preferred Stock and/or Non-Voting Common Stock, plus (2) the Securities Purchase Agreement on aggregate number of shares of Common Stock issuable upon exercise of the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”“)Warrants. In the event that any Purchaser such Existing Buyer shall sell or otherwise transfer any of such PurchaserExisting Buyer’s shares of Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock or Warrants, the transferee shall be allocated a pro rata portion of such PurchaserExisting Buyer’s Exchange Cap AllocationAllocation Amount with respect to such portion of such Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock and Warrants so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation Amount so allocated to such transferee. In the event that any holder of Warrants shall Upon conversion and exercise all in full of such holderExisting Buyer’s Warrants into a number of shares of Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock whichand Warrants, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holderExisting Buyer’s Exchange Cap Allocation Amount and the number of shares of Common Stock actually issued to such holder Existing Buyer upon such Existing Buyer’s conversion in full of such Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock and Warrants shall be allocated to the respective Exchange Cap Allocations Allocation Amounts of the remaining holders Existing Buyers of Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock and Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation relative Exchange Cap Allocation Amounts of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exerciseExisting Buyers.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant and no Buyer shall be entitled to receive any shares of Common Stock if the issuance of such shares of Common Stock together with the Common Stock issued pursuant to the Purchase Agreement would exceed that number of shares of Common Stock which the Company may issue upon exercise of this Warrant the SPA Warrants without breaching the Company’s obligations under the rules or regulations of the Principal any applicable Trading Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Trading Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant SPA Warrants representing at least a majority of the shares of Common Stock underlying the SPA Warrants then outstanding issued under (the Securities Purchase Agreement“Required Holders”). Until such approval or written opinion is obtained, no Purchaser Holder shall be issuedissued in the aggregate, upon exercise of any SPA Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the SPA Warrants issued to such Purchaser Holder pursuant to the Securities Purchase Agreement on the date the SPA Warrants were first issued (the “Issuance Date Date”) and the denominator of which is the aggregate number of shares of Common Stock underlying the SPA Warrants issued to the Purchasers Holders pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such PurchaserBuyer’s SPA Warrants, the transferee shall be allocated a pro rata portion of such PurchaserBuyer’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of SPA Warrants shall exercise all of such holder’s SPA Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f2(d)(2), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price VWAP and the Exercise Price as of the date of the attempted exercise. As used herein, “SPA Warrants” means, the Warrants to purchase Common Stock issued pursuant to the Purchase Agreement.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the - - Company may issue upon exercise of this Warrant without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementamount. Until such approval or written opinion is obtained, no Purchaser Buyer shall be issued, upon exercise or conversion, as applicable, of any Amendment Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the Amendment Warrants issued to such Purchaser Buyer pursuant to the Securities Purchase Agreement Amendment Agreements on the Issuance Subscription Date and the denominator of which is the aggregate number of shares of Common Stock underlying all the Warrants issued to the Purchasers Buyers pursuant to the Securities Purchase Agreement Amendment Agreements on the Issuance Subscription Date (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such PurchaserBuyer’s Amendment Warrants, the transferee shall be allocated a pro rata portion of such PurchaserBuyer’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Amendment Warrants shall exercise all of such holder’s Amendment Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Amendment Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Amendment Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f1(f)(ii), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price Closing Sale Price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon the exercise of this Warrant if the issuance of such shares of Common Stock (taken together with the issuance of such shares upon the exercise of the SPA Warrants and the conversion of the Preferred Shares) would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion (as the case may be) of this Warrant the Warrants and the Preferred Shares without breaching the Company’s obligations under the rules or regulations of the Principal Market Market, which number is 3,190,221 shares of Common Stock (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementamount. Until such approval or written opinion is obtained, no Purchaser Buyer shall be issuedissued in the aggregate, upon conversion or exercise (as the case may be) of any Preferred Shares or any of the Warrants, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by a fraction, (ii) the numerator quotient of which is (1) the total number of shares of Common Stock Preferred Shares issued to such Purchaser Buyer pursuant to the Securities Purchase Agreement on the Issuance Closing Date and (as defined in the denominator of which is Securities Purchase Agreement) divided by (2) the aggregate number of shares of Common Stock Preferred Shares issued to the Purchasers Buyers pursuant to the Securities Purchase Agreement on the Issuance Closing Date (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such PurchaserBuyer’s Warrants, the transferee shall be allocated a pro rata portion of such PurchaserBuyer’s Exchange Cap AllocationAllocation with respect to such portion of such Warrants so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder Upon conversion and exercise in full of Warrants shall exercise all of such a holder’s Warrants into a number of shares of Common Stock whichPreferred Shares and Warrants, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder's conversion in full of such Preferred Shares and such holder’s exercise in full of such Warrants shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Preferred Shares and Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Preferred Shares and Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f1(f)(ii) (the “Exchange Cap Shares”), in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder in exchange for the cancellation of such portion of this Warrant Shares, exercisable into such Exchange Cap Shares at a price per Warrant Share equal to the difference between sum of (x) the closing sale price product of (A) such number of Exchange Cap Shares and (B) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Exercise Price as of Notice with respect to such Exchange Cap Shares to the Company and ending on the date immediately preceding the date of such payment under this Section 1(f)(ii) and (y) to the attempted exerciseextent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise of this Warrant (including, as applicable, any shares of Common Stock issued upon conversion or exercise of the SPA Securities, SPA Warrants or Amendment Warrants or issued as Interest Shares (as defined in the Securities Purchase Agreement)) without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount regardless of whether the shares of Common Stock are listed on the Principal Market or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementRequired Holders. Until such approval or written opinion is obtained, no Purchaser Buyer shall be issued, upon exercise or conversion, as applicable, of any SPA Warrants, SPA Securities or Amendment Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number principal amount of shares of Common Stock Notes issued to such Purchaser Buyer pursuant to the Securities Purchase Agreement on the Issuance Closing Date and the denominator of which is the aggregate number principal amount of shares of Common Stock all Notes issued to the Purchasers Buyers pursuant to the Securities Purchase Agreement on the Issuance Closing Date (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such PurchaserBuyer’s SPA Warrants, the transferee shall be allocated a pro rata portion of such PurchaserBuyer’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of SPA Warrants shall exercise all of such holder’s SPA Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant if and the Holder shall not have the right to receive upon exercise of this Warrant any shares of Common Stock, to the extent the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise of this Warrant the Lender Warrants without breaching the Company’s 's obligations under the rules or regulations of the Principal Market (the “"Exchange Cap”"), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementamount. Until such approval or written opinion is obtained, no Purchaser Subscriber shall be issuedissued in the aggregate, upon exercise of any Lender Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the Lender Warrant issued to such Purchaser Subscriber pursuant to the Securities Purchase Subscription Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock underlying the Lender Warrants issued to the Purchasers Subscribers pursuant to the Securities Purchase Subscription Agreement on the Issuance Date (with respect to each PurchaserSubscriber, the “"Exchange Cap Allocation”“"). In the event that any Purchaser Subscriber or transferee of Warrants shall sell or otherwise transfer any of the Holder's Lender Warrants such Purchaser’s Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Subscriber's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Lender Warrants shall exercise all of such holder’s 's Lender Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s 's Exchange Cap Allocation, then the difference between such holder’s 's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Lender Warrants on a pro rata basis in proportion to the number of shares of Common Stock underlying the Lender Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), 1(f)(ii) after the Company shall pay cash failed to obtain the Nasdaq Stockholder Approval (as defined in the Subscription Agreement) on or prior to the Nasdaq Stockholder Meeting Deadline (as defined in the Subscription Agreement) pursuant to Section 4.5(b) of the Subscription Agreement, then, unless the Holder elects to void such exercise, in exchange for cancellation of the applicable number of Warrant Shares that is subject to such Warrant SharesExercise Notice, at a price per Warrant Share the Holder may require the Company to pay to the Holder within three (3) Trading Days of the applicable exercise, cash by wire transfer of immediately available funds, which cash amount for each share of Common Stock that the Company is unable to deliver pursuant to this Section 1(f)(ii) shall be equal to the difference between the closing sale highest trading price and the Exercise Price as of the Common Stock in effect at any time during the period beginning on the applicable date of the attempted exerciseapplicable Exercise Notice and ending on the date the Company makes the payment provided for in this sentence.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise pursuant to the terms of this Warrant Note, and the Holder shall not have the right to receive pursuant to the terms of this Note any shares of Common Stock, if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise in the aggregate pursuant to the terms of this Warrant the Notes without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (Ai) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (Bii) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of Company and the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementRequired Holders. Until such approval or written opinion is obtained, no Purchaser purchaser of the Notes pursuant to the Securities Purchase Agreement (the “Purchasers”) shall be issued, upon exercise issued in the aggregate pursuant to the terms of any Warrantsthe Notes (which for purposes of clarity includes issuances under both Notes issued as Cash Notes and Notes issued as Exchange Notes), shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number Principal amount of shares of Common Stock Cash Notes issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Closing Date and the denominator of which is the aggregate number principal amount of shares of Common Stock all Cash Notes issued to the all Purchasers pursuant to the Securities Purchase Agreement on the Issuance Closing Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser the Holder shall sell or otherwise transfer any of such Purchaserthe Holder’s WarrantsNotes, the transferee shall be allocated a pro rata portion of such Purchaserthe Holder’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants Notes shall exercise convert all of such holder’s Warrants Notes into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants Notes on a pro rata basis in proportion to the shares aggregate principal amount of Common Stock underlying the Warrants Notes then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Conversion Shares for which an Exercise a Conversion Notice has been received as a result of the operation of this Section 1(f3(d)(ii) at any time from and after the earlier of (x) the Stockholder Meeting Deadline and (y) the date on which the Company holds the Stockholder Meeting (as defined in the Securities Purchase Agreement), then unless the Holder elects to void such conversion, the Holder may require the Company shall to pay to the Holder within three (3) Trading Days of the applicable attempted conversion, cash by wire transfer of immediately available funds, in exchange for cancellation of the applicable portion of the Conversion Amount that is subject to such Warrant SharesConversion Notice, at a price per Warrant Share which cash amount for each share of Common Stock that would have been issuable upon such conversion if this Section 3(d)(ii) were not in effect shall be equal to the difference between the closing sale highest trading price and the Exercise Price as of the Common Stock in effect at any time during the period beginning on the applicable Conversion Date and ending on the date of the attempted exerciseCompany makes the payment provided for in this sentence.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise conversion of this Warrant the Securities, and the Holders shall not have the right to receive upon conversion of their Securities any shares of Common Stock, if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise conversion or exercise, as applicable, of this Warrant the Securities and Warrants without breaching the Company’s 's obligations under the rules or regulations of the Principal Market (the “"Exchange Cap”"), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementRequired Holders. Until such approval or written opinion is obtained, no Initial Purchaser shall be issuedissued in the aggregate, upon exercise conversion or exercise, as applicable, of any the Securities or Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number principal amount of shares of Common Stock Securities issued to such Initial Purchaser pursuant to the Securities Purchase Agreement on the Issuance Closing Date and the denominator of which is the aggregate number principal amount of shares of Common Stock all Securities issued to all of the Initial Purchasers pursuant to the Securities Purchase Agreement on the Issuance Closing Date (with respect to each Initial Purchaser, the “"Exchange Cap Allocation”“"). In the event that any Initial Purchaser shall sell or otherwise transfer any of such Initial Purchaser’s Warrants's Securities, the transferee shall be allocated a pro rata portion of such Initial Purchaser’s 's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants Holder shall exercise convert all of such holder’s Warrants Holder's Securities into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Holder's Exchange Cap Allocation, then the difference between such holder’s Holder's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder Holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants Holders on a pro rata basis in proportion to the shares aggregate principal amount of Common Stock underlying the Warrants Securities then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exerciseHolder.

Principal Market Regulation. The Company shall not be obligated to issue any shares Debenture Shares if the issuance thereof (after taking into account the issuance of Common Stock upon exercise of this Warrant if the issuance Warrants issued pursuant to the terms of such shares of Common Stock the Purchase Agreement) would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise pursuant to the terms of this Warrant Debenture and the Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, including rules related to the aggregation of offerings under NYSE American Rule 713 the “Exchange Cap”), except that such limitation shall not apply in to the event extent that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock Debenture Shares and Warrant Shares (as defined in the Warrants) in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementamount. Until such approval or such written opinion is obtained, no Purchaser shall be issued, upon exercise of any Warrants, shares of Common Stock issued Debenture Shares and Warrant Shares in an amount greater than the product of (i) the Exchange Cap multiplied by a fraction, (ii) the numerator quotient of which is (A) the total number aggregate original principal amount of shares of Common Stock Debentures issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Closing Date and the denominator of which is divided by (B) the aggregate number original principal amount of shares of Common Stock all Debentures issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Closing Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). On the Original Issue Date, the Holder’s Exchange Cap Allocation with respect to this Debenture is 8,114,162 shares of Common Stock. In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s WarrantsDebentures, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap AllocationAllocation with respect to such portion of such Debentures so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In Upon the event that any holder satisfaction in full of Warrants shall exercise all of such holdera Purchaser’s Warrants into a number of shares of Common Stock whichDebentures, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock Debenture Shares actually issued to such holder pursuant to such holder’s Debentures shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants Debentures on a pro rata basis in proportion to the shares relative outstanding principal amounts of Common Stock underlying the Warrants Debentures then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Conversion Shares for which an Exercise Notice has been received as a result pursuant to Section 4(b) of the operation this Debenture because of this Section 1(f4(i) (the “Exchange Cap Shares”), the Company shall pay cash in exchange for the cancellation of such Warrant Shares, shares of Common Stock at a price per Warrant Share equal to the difference between sum of (i) the product of (x) such number of Exchange Cap Shares and (y) the last closing sale price and the Exercise Price as of the Common Stock on the Principal Market (as reported by Bloomberg) on the date the Holder delivers the applicable Notice of Conversion with respect to such Exchange Cap Shares to the attempted exerciseCompany.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant Debenture Shares if the issuance of such shares of Common Stock thereof would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise pursuant to the terms of this Warrant Debenture without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, including rules related to the aggregation of offerings under NASDAQ Listing Rule 5635(d), the “Exchange Cap”), except that such limitation shall not apply in to the event extent that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock Debenture Shares in excess of such amount or (B) obtains a written opinion from outside counsel to the Company Counsel that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolder. Until such approval or such written opinion is obtained, no Purchaser shall be issued, upon exercise of any Warrants, shares of Common Stock issued Debenture Shares in an amount greater than the product of (i) the Exchange Cap multiplied by a fraction, (ii) the numerator quotient of which is (A) the total number aggregate original principal amount of shares of Common Stock Debentures issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Closing Date and the denominator of which is divided by (B) the aggregate number original principal amount of shares of Common Stock all Debentures issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Closing Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). On the Original Issue Date, the Holder’s Exchange Cap Allocation with respect to this Debenture is 4,269,522 shares of Common Stock. In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s WarrantsDebentures, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap AllocationAllocation with respect to such portion of such Debentures so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In Upon the event that any holder satisfaction in full of Warrants shall exercise all of such holdera Purchaser’s Warrants into a number of shares of Common Stock whichDebentures, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock Debenture Shares actually issued to such holder pursuant to such holder’s Debentures shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants Debentures on a pro rata basis in proportion to the shares relative outstanding principal amounts of Common Stock underlying the Warrants Debentures then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Conversion Shares for which an Exercise Notice has been received as a result pursuant to Section 4(b) of the operation this Debenture because of this Section 1(f4(j) (the “Exchange Cap Shares”), the Company shall pay cash in exchange for the cancellation of such Warrant Shares, shares of Common Stock at a price per Warrant Share equal to the difference between sum of (i) the product of (x) such number of Exchange Cap Shares and (y) the last closing sale price and the Exercise Price as of the Common Stock on the Principal Market (as reported by Bloomberg) on the date the Holder delivers the applicable Notice of Conversion with respect to such Exchange Cap Shares to the attempted exerciseCompany.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock Warrant Shares upon exercise of this Warrant if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise of this Warrant and conversion of the Debentures without breaching the Company’s obligations under the rules or regulations of the Principal Market minus 273,611 shares (the “Exchange Principal Market Cap”), which amount shall be calculated for all the Warrants as the amount of the Principal Market Cap less the number of shares issued and issuable upon full conversion of all Debentures, except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolder. Until such approval or written opinion is obtained, no Purchaser Holder shall not be issued, upon exercise of any WarrantsWarrants or conversion of Debentures held by such Purchaser, shares of Common Stock in an amount greater than the product amount of the Exchange Principal Market Cap Allocation allocated to it in accordance with this paragraph. Subject to the following sentence, the “Principal Market Cap Allocation” of a Holder shall be: (i) in the case of the initial Holder, prior to any transfers, the Principal Market Cap; (ii) in the case of a transferor, the amount equal to (x) such transferor’s Principal Market Cap Allocation immediately prior to such transfer minus (y) the amount of the Principal Market Cap Allocation allocated to the applicable transferee pursuant to clause (iii)(y), and (iii) in the case of any transferee, the sum of (x) such transferee’s Principal Market Cap Allocation immediately prior to the applicable transfer plus (y) the Principal Market Cap Allocation of the transferor immediately prior to such transfer multiplied by a fraction, the numerator of which is the total sum of (1) the principal balance (not including any accrued interest or penalties added to the Principal Amount) of any Debentures so transferred divided by the Conversion Price, plus (2) the number of shares Warrant Shares issuable upon exercise of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date Warrants so transferred, and the denominator of which is sum of (I) the principal balance (not including any accrued interest or penalties added to the Principal Amount) of any Debentures held by the transferor immediately prior to such transfer divided by the Conversion Price, plus (II) the number of Warrant Shares issuable upon exercise of the Warrants held by the transferor immediately prior to such transfer, plus (III) the aggregate number of shares of Warrant Shares and Common Stock Shares previously issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each Purchasertransferor upon conversion of Warrants or Debentures, the “Exchange Cap Allocation”“). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transfereerespectively. In the event that any holder of Warrants Debentures shall convert all of such holder’s Debentures and exercise all of such holder’s Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Principal Market Cap Allocation, then the difference between such holder’s Exchange Principal Market Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Principal Market Cap Allocations of the remaining holders of Warrants Debentures on a pro rata basis in proportion to the shares aggregate principal amount of Common Stock underlying the Warrants Debentures then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company Corporation shall not be obligated to issue any shares of Common Stock upon exercise conversion of any Preferred Stock or otherwise pursuant to the terms of this Warrant Certificate of Designations if the issuance of such shares of Common Stock (together with any shares issued upon exercise of any Warrants) would exceed that the aggregate number of shares of Common Stock which the Company Corporation may issue upon exercise conversion of the Preferred Stock or otherwise pursuant to the terms of this Warrant Certificate of Designations without breaching the CompanyCorporation’s obligations under the rules or regulations of the Principal Trading Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company Corporation (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Trading Market for issuances of shares of Common Stock in excess of such amount or amount, (B) obtains a written opinion from outside counsel to the Company Corporation that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the outstanding shares of Common Preferred Stock underlying or (C) issues the Warrants then outstanding issued under Preferred Stock through an effective registration statement in connection with a public offering in accordance with the Securities Purchase Agreementrules and regulations of the Trading Market. Until such approval or such written opinion is obtained, or unless such effective registration statement is available, no Purchaser Holder shall be issuedissued in the aggregate, upon conversion of any Preferred Stock or otherwise pursuant to the terms of this Certificate of Designations, shares of Common Stock (together with any shares issued upon exercise of any Warrants, shares of Common Stock ) in an amount greater than the product of (i) the Exchange Cap as of the Original Issuance Date multiplied by a fraction, (ii) the numerator quotient of which is (1) the total number aggregate original Stated Value of shares of Common the Preferred Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is Holder divided by (2) the aggregate number original Stated Value of shares of Common the Preferred Stock issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date all Holders (with respect to each PurchaserHolder, the “Exchange Cap Allocation”“). In the event that any Purchaser Holder shall sell or otherwise transfer any of such Purchaser’s WarrantsXxxxxx's shares of Preferred Stock, the transferee shall be allocated a pro rata portion of such Purchaser’s Holder's Exchange Cap AllocationAllocation with respect to such portion of such Preferred Stock so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder Upon conversion in full of Warrants shall exercise all of such holdera Holder’s Warrants into a number of shares of Common Stock whichPreferred Stock, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holderHolder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder Holder upon such Holder's conversion in full of such Preferred Stock shall be allocated to the respective Exchange Cap Allocations of the remaining holders Holders of Warrants Preferred Stock on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants Preferred Stock then held by each such holderHolder of Preferred Stock. In the event that the Company Corporation is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f)6(e) (the “Exchange Cap Shares”) to a Holder, the Company Corporation shall pay cash to such Holder in exchange for cancellation the redemption of such Warrant Shares, number of shares of Preferred Stock held by the Holder that are not convertible into such Exchange Cap Shares at a price per Warrant Share equal to the difference between sum of (i) the closing sale price product of (x) such number of Exchange Cap Shares and (y) the Exercise Closing Sale Price as of on the Trading Day immediately preceding the date such Holder delivers the applicable Conversion Notice with respect to such Exchange Cap Shares to the Corporation and (ii) to the extent such Holder purchases (in an open market transaction or otherwise) shares of the attempted exerciseCommon Stock to deliver in satisfaction of a sale by such Holder of Exchange Cap Shares, brokerage commissions, if any, of such Holder incurred in connection therewith. Section 7.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Series A Warrant if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon conversion or exercise (as the case may be) of this Warrant the Note and the Warrants (as defined in the Securities Purchase Agreement) without breaching the Company’s obligations under the rules or regulations of The Nasdaq Capital Market (the number of shares which may be issued without violating such rules being 2,877472, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Principal Market (Common Stock that occur after the Subscription Date, the “Exchange Cap”), except that such limitation shall not apply in to the event extent that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal The Nasdaq Capital Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreement. Until such approval or written opinion is obtained, no Purchaser shall be issued, upon exercise of any Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants shall exercise all of such holder’s Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holderamount. In the event that the Company is then prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f1(f)(ii) (the “Exchange Cap Shares”), in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder in exchange for the cancellation of such portion of this Series A Warrant Shares, exercisable into such Exchange Cap Shares (the “Exchange Cap Payment Amount”) at a price per Warrant Share equal to the difference between sum of (x) the closing sale price product of (A) such number of Exchange Cap Shares and (B) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Exercise Price as of Notice with respect to such Exchange Cap Shares to the Company and ending on the date of such payment under this Section 1(f)(ii) and (y) to the attempted exerciseextent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any reasonable brokerage commissions, if any, of the Holder incurred in connection therewith.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant and the Holder shall not have the right to receive upon exercise of this Warrant (x) any shares of Common Stock or (y) any compensatory payments solely in respect of the Company's failure to obtain Stockholder Approval (as defined in the Securities Purchase Agreement), if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise of this Warrant the SPA Warrants or otherwise without breaching the Company’s 's obligations under the any applicable rules or regulations of the Principal any applicable Eligible Market (the “"Exchange Cap”"), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Eligible Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementamount. Until such approval or written opinion is obtained, no Purchaser Holder shall be issuedissued in the aggregate, upon exercise of any SPA Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the SPA Warrants issued to such Purchaser Holder pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock underlying the SPA Warrants issued to the Purchasers Buyers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each PurchaserHolder, the “"Exchange Cap Allocation”“"). In the event that any Purchaser Holder shall sell or otherwise transfer any of such Purchaser’s Holder's SPA Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Holder's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of SPA Warrants shall exercise all of such holder’s 's SPA Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s 's Exchange Cap Allocation, then the difference between such holder’s 's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Class A Common Stock upon exercise conversion of this Warrant Convertible Note, and the Holder of this Convertible Note shall not have the right to receive upon conversion of this Note any shares of Class A Common Stock, if the issuance of such shares of Class A Common Stock would exceed that the aggregate number of shares of Class A Common Stock which the Company may issue upon exercise conversion or exercise, as applicable, of this Warrant the Convertible Notes and Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Class A Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementRequired Holders. Until such approval or written opinion is obtained, no Purchaser Investor (as defined in the Amendment Agreements) shall be issuedissued in the aggregate, upon exercise conversion or exercise, as applicable, of any Convertible Notes or Warrants, shares of Class A Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number principal amount of shares of Common Stock Convertible Notes issued to such Purchaser pursuant to the Securities Purchase Agreement Amendment Agreements on the Issuance Date and the denominator of which is the aggregate number principal amount of shares of Common Stock all Convertible Notes issued to the Purchasers pursuant to the Securities Purchase Agreement Amendment Agreements on the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser Investor shall sell or otherwise transfer any of such PurchaserInvestor’s WarrantsConvertible Notes, the transferee shall be allocated a pro rata portion of such PurchaserInvestor’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants Convertible Notes shall exercise convert all of such holder’s Warrants Convertible Notes into a number of shares of Class A Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Class A Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants Convertible Notes on a pro rata basis in proportion to the shares aggregate principal amount of Common Stock underlying the Warrants Convertible Notes then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant and no Buyer shall be entitled to receive any shares of Common Stock if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise of this Warrant the SPA Warrants and pursuant to the other Transaction Documents or otherwise without breaching the Company’s obligations under the rules or regulations of the Principal any applicable Eligible Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Eligible Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementRequired Holders. Until such approval or written opinion is obtained, no Purchaser Buyer shall be issuedissued in the aggregate, upon exercise exercise, conversion or payment, as applicable, of any WarrantsSPA Warrants or pursuant to the other Transaction Documents, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the SPA Warrants issued to such Purchaser Buyer pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock underlying the SPA Warrants issued to all of the Purchasers Buyers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such PurchaserBuyer’s SPA Warrants, the transferee shall be allocated a pro rata portion of such PurchaserBuyer’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of SPA Warrants shall exercise all of such holder’s SPA Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f1(f)(ii), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price Closing Sale Price and the Exercise Price applicable to such Warrant Shares as of the date of the attempted exerciseexercise and return the Aggregate Exercise Price to the extent it has been delivered by the Holder.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon the exercise of this Warrant if the issuance of such shares of Common Stock (taken together with the issuance of such shares upon the exercise of the SPA Warrants and the conversion of the Notes or otherwise pursuant to the terms of the Notes) would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion (as the case may be) of this Warrant the Warrants and the Notes without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders Holder or (C) obtain a waiver from the Principal Market of the Warrant representing at least a majority applicable rules of such Principal Market for the issuance of shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementin excess of such amount. Until such approval or such written opinion is obtained, no Purchaser Buyer shall be issuedissued in the aggregate, upon conversion or exercise (as the case may be) of any Notes or any of the Warrants, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by a fraction, (ii) the numerator quotient of which is (1) the total number original principal amount of shares of Common Stock Notes issued to such Purchaser Buyer pursuant to the Securities Purchase Agreement on the Issuance Closing Date and (as defined in the denominator of which is Securities Purchase Agreement) divided by (2) the aggregate number original principal amount of shares of Common Stock all Notes issued to the Purchasers Buyers pursuant to the Securities Purchase Agreement on the Issuance Closing Date (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such PurchaserBuyer’s Warrants, the transferee shall be allocated a pro rata portion of such PurchaserBuyer’s Exchange Cap AllocationAllocation with respect to such portion of such Warrants so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder Upon conversion and exercise in full of Warrants shall exercise all of such a holder’s Warrants into a number of shares of Common Stock whichNotes and Warrants, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder's conversion in full of such Notes and such holder’s exercise in full of such Warrants shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Notes and Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Notes and Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f1(f)(ii) (the “Exchange Cap Shares”), in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder in exchange for the cancellation of such portion of this Warrant Shares, exercisable into such Exchange Cap Shares at a price per Warrant Share equal to the difference between sum of (x) the closing sale price product of (A) such number of Exchange Cap Shares and (B) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Exercise Price as of Notice with respect to such Exchange Cap Shares to the Company and ending on the date immediately preceding the date of such payment under this Section 1(f)(ii) and (y) to the attempted exerciseextent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant if the issuance of such shares of Common Stock would exceed that number (taken together with each issuance of such shares of Common Stock which (x) upon the Company may issue conversion of the Series C Preferred Stock in accordance with the Certificate of Incorporation or otherwise and (y) upon exercise the conversion of this Warrant without breaching the Non-Voting Common Stock in accordance with the Certificate of Incorporation or otherwise) would exceed 19.9% of the total outstanding shares of Common Stock of the Company, or more than 19.9% of the total voting power of the Company’s obligations under securities, in each case immediately preceding the rules or regulations issuance of the Principal Market Shares pursuant to this Agreement (the number of shares which may be issued without violating such limitation, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementPurchaser. Until such approval or such written opinion is obtained, no Purchaser (i) the Purchasers (collectively, the “Existing Buyers” and each, individually, an “Existing Buyer”) shall not be issuedissued in the aggregate, upon exercise conversion of any WarrantsSeries C Preferred Stock or Non-Voting Common Stock, or otherwise pursuant to the terms of this Agreement or the Certificate of Incorporation, shares of Common Stock in an amount greater than the product of difference between the Exchange Cap multiplied by a fraction, minus the numerator of which is the total aggregate number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase this Agreement on the Issuance Closing Date (the “Exchange Cap Maximum”) and (ii) no Existing Buyer shall be permitted to convert Series C Preferred Stock or Non-Voting Common Stock with respect to more than such Existing Buyer’s pro rata amount of such Exchange Cap Maximum (such amount, with respect to each Existing Buyer, its “Exchange Cap Allocation Amount”) determined based upon such Existing Buyer’s percentage ownership of the denominator sum of which is (1) the aggregate number of shares of Common Stock issued to the all Purchasers that purchased Preferred Stock pursuant to the Securities Purchase this Agreement on the Issuance Closing Date plus (with respect to each Purchaser, 2) the “Exchange Cap Allocation”“)aggregate number of shares of Common Stock issuable upon the conversion of all shares of Preferred Stock and/or Non-Voting Common Stock. In the event that any Purchaser such Existing Buyer shall sell or otherwise transfer any of such PurchaserExisting Buyer’s Warrantsshares of Series C Preferred Stock or Non-Voting Common Stock, the transferee shall be allocated a pro rata portion of such PurchaserExisting Buyer’s Exchange Cap AllocationAllocation Amount with respect to such portion of such Series C Preferred Stock or Non-Voting Common Stock so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation Amount so allocated to such transferee. In the event that any holder of Warrants shall exercise all Upon conversion in full of such holderExisting Buyer’s Warrants into a number of shares of Series C Preferred Stock or Non-Voting Common Stock whichStock, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holderExisting Buyer’s Exchange Cap Allocation Amount and the number of shares of Common Stock actually issued to such holder Existing Buyer upon such Existing Buyer’s conversion in full of such Series C Preferred Stock or Non-Voting Common Stock shall be allocated to the respective Exchange Cap Allocations Allocation Amounts of the remaining holders Existing Buyers of Warrants Series C Preferred Stock or Non-Voting Common Stock on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation relative Exchange Cap Allocation Amounts of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exerciseExisting Buyers.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise or conversion, as applicable, of this Warrant the SPA Warrants and SPA Securities without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementRequired Holders. Until such approval or written opinion is obtained, no Purchaser Buyer shall be issuedissued in the aggregate, upon exercise or conversion, as applicable, of any WarrantsSPA Warrants or SPA Securities, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the SPA Warrants issued to such Purchaser Buyer pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock underlying the SPA Warrants issued to the Purchasers Buyers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such PurchaserBuyer’s SPA Warrants, the transferee shall be allocated a pro rata portion of such PurchaserBuyer’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of SPA Warrants shall exercise all of such holder’s SPA Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f1(f)(ii), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price Closing Sale Price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be ----------------------------- obligated to issue any shares of Common Stock upon exercise of this Warrant if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon conversion or exercise or otherwise, as applicable, of this Warrant the SEA Securities and Default Warrants without breaching the Company’s 's obligations under the rules or regulations of the Principal Market (the “Exchange Cap”"EXCHANGE CAP"), except that such limitation shall not NTR 5/14/2007 apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementRequired Holders. Until such approval or written opinion is obtained, no Purchaser purchaser of the Warrants pursuant to the Securities Exchange Agreement (the "PURCHASERS") shall be issuedissued in the aggregate, upon conversion or exercise or otherwise, as applicable, of any SEA Securities or Default Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock Warrants issued to such Purchaser the Purchasers pursuant to the Securities Purchase Exchange Agreement on the Issuance Closing Date and the denominator of which is the aggregate number of shares of Common Stock Warrants issued to the Purchasers pursuant to the Securities Purchase Exchange Agreement on the Issuance Closing Date (with respect to each Purchaser, the “Exchange Cap Allocation”“"EXCHANGE CAP ALLOCATION"). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s 's Warrants, the transferee transferee, if a registered Holder of such Warrants, shall be allocated a pro rata portion of such Purchaser’s 's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants shall exercise all of such holder’s 's Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s 's Exchange Cap Allocation, then the difference between such holder’s 's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining registered holders of Warrants on a pro rata basis in proportion to the aggregate number of shares of Common Stock underlying the Warrants then held by each such holder. In To the event that extent required by the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result Principal Market, the provisions of the operation Exchange Cap shall be modified to comply with the applicable rules and regulations of the Principal Market, provided that any such changes shall not, in the Holder's reasonable discretion, materially change the terms of the transaction contemplated hereby. Notwithstanding anything in this Section 1(f)Warrant to the contrary, the Company shall pay cash be entitled to treat the registered holder of this Warrant as such appears in exchange its records, as the owner of this Warrant for cancellation of all purposes; provided that such Warrant Shares, at records are kept current using a price per Warrant Share equal to the difference between the closing sale price reasonably satisfactory and the Exercise Price as of the date of the attempted exercisecustomary method intended for such purpose.

Principal Market Regulation. The Company shall not --------------------------- be obligated to issue any shares of Common Stock upon exercise of this Warrant if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon conversion or exercise or otherwise, as applicable, of this Warrant the SPA Securities and Warrants without breaching the Company’s 's obligations under the rules or regulations of the Principal Market (the “Exchange Cap”"EXCHANGE CAP"), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementRequired Holders. Until such approval or written opinion is obtained, no Purchaser purchaser of the Warrants pursuant to the Securities Purchase Agreement (the "PURCHASERS") shall be issuedissued in the aggregate, upon conversion or exercise or otherwise, as applicable, of any SPA Securities or Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock Warrants issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Closing Date and the denominator of which is the aggregate number of Warrants issued to the Purchasers pursuant to the Securities Purchase Agreement on the Closing Date (with respect to each Purchaser, the “Exchange Cap Allocation”“"EXCHANGE CAP ALLOCATION"). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s 's Warrants, the transferee transferee, if a registered Holder of such Warrants, shall be allocated a pro rata portion of such Purchaser’s 's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants shall exercise all of such holder’s 's Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s 's Exchange Cap Allocation, then the difference between such holder’s 's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining registered holders of Warrants on a pro rata basis in proportion to the aggregate number of shares of Common Stock underlying the Warrants then held by each such holder. In To the event that extent required by the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result Principal Market, the provisions of the operation Exchange Cap shall be modified to comply with the applicable rules and regulations of the Principal Market, provided that any such changes shall not, in the Holder's reasonable discretion, materially change the terms of the transaction contemplated hereby. Notwithstanding anything in this Section 1(f)Warrant to the contrary, the Company shall pay cash be entitled to treat the registered holder of this Warrant as such appears in exchange its records, as the owner of this Warrant for cancellation of all purposes; provided that such Warrant Shares, at records are kept current using a price per Warrant Share equal to the difference between the closing sale price reasonably satisfactory and the Exercise Price as of the date of the attempted exercisecustomary method intended for such purpose.

Principal Market Regulation. The Company Corporation shall not be obligated to issue any shares of Common Stack upon conversion of any Preferred Stock upon exercise or otherwise pursuant to the terms of this Warrant Certificate of Designations if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company Corporation may issue upon exercise conversion of the Preferred Stock or otherwise pursuant to the terms of this Warrant Certificate of Designations without breaching the CompanyCorporation’s obligations under the rules or regulations of the Principal Trading Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company Corporation (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or amount, (B) obtains a written opinion from outside counsel to the Company Corporation that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the outstanding shares of Common Preferred Stock underlying or (C) issues the Warrants then outstanding issued under Preferred Stock through an effective registration statement in connection with a public offering in accordance with the Securities Purchase Agreementrules and regulations of the Trading Market. Until such approval or such written opinion is obtained, or unless such effective registration statement is available, no Purchaser Holder shall be issuedissued in the aggregate, upon exercise conversion of any WarrantsPreferred Stock or otherwise pursuant to the terms of this Certificate of Designations, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Initial Issuance Date multiplied by a fraction, (ii) the numerator quotient of which is (1) the total number aggregate original Stated Value of shares of Common the Preferred Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is Holder divided by (2) the aggregate number original Stated Value of shares of Common the Preferred Stock issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date all Holders (with respect to each PurchaserHolder, the “Exchange Cap Allocation”“). In the event that any Purchaser Holder shall sell or otherwise transfer any of such PurchaserHolder’s Warrantsshares of Preferred Stock, the transferee shall be allocated a pro rata portion of such PurchaserHolder’s Exchange Cap AllocationAllocation with respect to such portion of such Preferred Stock so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder Upon conversion in full of Warrants shall exercise all of such holdera Holder’s Warrants into a number of shares of Common Stock whichPreferred Stock, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holderHolder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder Holder upon such Holder’s conversion in full of such Preferred Stock shall be allocated to the respective Exchange Cap Allocations of the remaining holders Holders of Warrants Preferred Stock on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants Preferred Stock then held by each such holderHolder of Preferred Stock. In the event that the Company Corporation is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f)5(c)(viii) (the “Exchange Cap Shares”) to a Holder, the Company Corporation shall pay cash to such Holder in exchange for cancellation the redemption of such Warrant Shares, number of shares of Preferred Stock held by the Holder that are not convertible into such Exchange Cap Shares at a price per Warrant Share equal to the difference between sum of (i) the closing sale price product of (x) such number of Exchange Cap Shares and (y) the Exercise Closing Sale Price as of on the Trading Day immediately preceding the date such Holder delivers the applicable Conversion Notice with respect to such Exchange Cap Shares to the Corporation and (ii) to the extent such Holder purchases (in an open market transaction or otherwise) shares of the attempted exerciseCommon Stock to deliver in satisfaction of a sale by such Holder of Exchange Cap Shares, brokerage commissions, if any, of such Holder incurred in connection therewith.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise of this Warrant (including, as applicable, any shares of Common Stock issued upon exercise of this Warrant) without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementRequired Holders. Until such approval or written opinion is obtained, no Purchaser Investor shall be issued, upon exercise or conversion, as applicable, of any WarrantsWarrant or any Securities, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock issued to such Purchaser Investor pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock issued to the Purchasers Investors pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each PurchaserInvestor, the “Exchange Cap Allocation”“). In the event that any Purchaser Investor shall sell or otherwise transfer any of such PurchaserInvestor’s Warrants, the transferee shall be allocated a pro rata portion of such PurchaserInvestor’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants shall exercise all of such holder’s Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise conversion of this Warrant Note, and the Holder of this Note shall not have the right to receive upon conversion of this Note any shares of Common Stock, if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise conversion or exercise, as applicable, of this Warrant the Notes and Warrants without breaching the Company’s obligations under the rules or regulations of the applicable Principal Market (the “number of shares which may be issued without violating such rules and regulations, the "Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the such Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolders. Until Unless and until such approval or written opinion is obtained, no Purchaser purchaser of the Notes pursuant to the Purchase Agreement (the “Purchasers”) shall be issuedissued in the aggregate, upon conversion or exercise or otherwise, as applicable, of any Notes or Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number principal amount of shares of Common Stock Notes issued to such Purchaser Purchasers pursuant to the Securities Purchase Agreement on the Issuance Closing Date and the denominator of which is the aggregate number principal amount of shares of Common Stock all Notes issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Closing Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s WarrantsNotes, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants shall exercise all of such holder’s Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.such

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant if and the Holder shall not have the right to receive upon exercise of this Warrant any shares of Common Stock, to the extent the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise of this Warrant the SPA Warrants and Other Warrants (after giving effect to the Common Shares issued under the Securities Purchase Agreement) without breaching the Company’s 's obligations under the rules or regulations of the Principal Market (the “"Exchange Cap”"), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementamount. Until such approval or written opinion is obtained, no Purchaser Buyer shall be issuedissued in the aggregate, upon exercise of any SPA Warrants or Other Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the SPA Warrants issued to such Purchaser Buyer pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock underlying the SPA Warrants issued to the Purchasers Buyers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each PurchaserBuyer, the “"Exchange Cap Allocation”“"). In the event that any Purchaser Buyer or permitted transferee of Warrants shall sell or otherwise transfer any of the Holder's SPA Warrants or Other Warrants such Purchaser’s Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Buyer's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of SPA Warrants or Other Warrants shall exercise all of such holder’s 's SPA Warrants or Other Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s 's Exchange Cap Allocation, then the difference between such holder’s 's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants and/or Other Warrants on a pro rata basis in proportion to the number of shares of Common Stock underlying the SPA Warrants and Other Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f1(f)(ii), then unless the Holder elects to void such exercise, the Holder may require the Company shall to pay to the Holder within three (3) Trading Days of the applicable attempted exercise, cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share an amount equal to the product of (i) the number of Warrant Shares that the Company is unable to deliver pursuant to this Section 1(f)(ii), and (ii) the difference between the closing sale price and determined by subtracting (x) the Exercise Price as then in effect at the time of such exercise or attempted exercise, and (y) the last Weighted Average Price immediately preceding the time of the date of exercise or attempted exercise (to clarify, the attempted exercise"last Weighted Average Price" will be the last Weighted Average Price as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the trading market is open, the prior Trading Day's Weighted Average Price shall be used in this calculation.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise conversion of this Warrant the Non-Voting Common Stock if the issuance of such shares of Common Stock (taken together with each issuance of shares of Common Stock (x) pursuant to the Securities Purchase Agreement, dated as of May 8, 2019, by and among the Company and the purchasers party thereto (the “SPA”), (y) upon the exercise of the Warrants (as defined in the SPA) in accordance with the Warrant Agreement (as defined in the SPA) or otherwise and (z) upon conversion of the Series B Preferred Stock in accordance with the Articles of Incorporation or otherwise) would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion or otherwise pursuant to the terms of this Warrant the Series B Preferred Stock, Non-Voting Common Stock or Warrants (as the case may be) without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolder. Until such approval or such written opinion is obtained, no Purchaser Holder (each, an “Existing Buyer”) shall be issuedissued in the aggregate, upon conversion or exercise (as the case may be) of any WarrantsSeries B Preferred Stock, Non-Voting Common Stock, Warrants or otherwise pursuant to the terms of the SPA, the Articles of Incorporation or the Warrant Agreement, shares of Common Stock in an amount greater than the product of difference between (i) the Exchange Cap multiplied by a fraction, as of the numerator Closing Date (as defined in the SPA) minus (ii) the sum of which is the total number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is (1) the aggregate number of shares of Common Stock issued to the Purchasers pursuant to the Securities Purchase Agreement such Existing Buyer on the Issuance Closing Date plus (2) the aggregate number of shares of Common Stock issued to other investors on the Closing Date (with respect to each Purchasersuch Existing Buyer, the “Exchange Cap Allocation”“). In the event that any Purchaser such Existing Buyer shall sell or otherwise transfer any of such PurchaserExisting Buyer’s WarrantsNon-Voting Common Stock, the transferee shall be allocated a pro rata portion of such PurchaserExisting Buyer’s Exchange Cap AllocationAllocation with respect to such portion of such Non-Voting Common Stock so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder of Warrants shall Upon conversion and exercise all in full of such holderExisting Buyer’s Warrants into a number of shares of Series B Preferred Stock, Non-Voting Common Stock whichor Warrants, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holderExisting Buyer’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder Existing Buyer upon such Existing Buyer’s conversion in full of such Series B Preferred Stock or Non-Voting Common Stock and such Existing Buyer’s exercise in full of such Warrants shall be allocated allocated, to the respective Exchange Cap Allocations of the remaining holders Existing Buyers of Series B Preferred Stock, Non-Voting Common Stock or Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Series B Preferred Stock, Non-Voting Common Stock or Warrants then held by each such holderExisting Buyer of Series B Preferred Stock, Non-Voting Common Stock or Warrants. In IN WITNESS WHEREOF, PATHFINDER BANCORP, INC. has caused these Articles Supplementary to the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice Articles of Incorporation to be signed in its name and on its behalf by its President and Chief Executive Officer and witnessed by its Secretary, under penalties of perjury, each of whom has been received as a result duly authorized by the Board of Directors of the operation Corporation to execute and attest to these Articles Supplementary this day of this Section 1(f), the Company shall pay cash in exchange for cancellation 20 . WITNESS PATHFINDER BANCORP, INC. By: By: Name: Xxxxx X. Xxxx Name: Xxxxxx X. Xxxxxxxxx Title: Secretary President and Chief Executive Officer EXHIBIT H FORM OF WARRANT AGREEMENT WARRANT THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. WARRANT to purchase 125,000 Shares of such Warrant SharesCommon Stock of Pathfinder Bancorp, at Inc. a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.Maryland Corporation Issue Date: May 8, 2019

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Series E Warrant if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon conversion or exercise (as the case may be) of this Warrant the Note and the Warrants (as defined in the Securities Purchase Agreement) without breaching the Company’s obligations under the rules or regulations of The Nasdaq Capital Market (the number of shares which may be issued without violating such rules being 3,576,790 subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Principal Market (Common Stock that occur after the Subscription Date, the “Exchange Cap”), except that such limitation shall not apply in to the event extent that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal The Nasdaq Capital Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreement. Until such approval or written opinion is obtained, no Purchaser shall be issued, upon exercise of any Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants shall exercise all of such holder’s Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holderamount. In the event that the Company is then prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f1(f)(ii) (the “Exchange Cap Shares”), in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder in exchange for the cancellation of such portion of this Series E Warrant Shares, exercisable into such Exchange Cap Shares (the “Exchange Cap Payment Amount”) at a price per Warrant Share equal to the difference between sum of (x) the closing sale price product of (A) such number of Exchange Cap Shares and (B) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Exercise Price as of Notice with respect to such Exchange Cap Shares to the Company and ending on the date of such payment under this Section 1(f)(ii) and (y) to the attempted exerciseextent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any reasonable brokerage commissions, if any, of the Holder incurred in connection therewith.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon the exercise of this Warrant if the issuance of such shares of Common Stock (taken together with the issuance of such shares upon the exercise of the Amended Warrants defined in and issued pursuant to the Backstop Agreement (together, the “Backstop Warrants”) and the conversion of any Notes defined in and issued pursuant to the Backstop Agreement or otherwise pursuant to the terms of the Notes) would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion (as the case may be) of this Warrant the Backstop Warrants and the Notes without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders Holder or (C) obtain a waiver from the Principal Market of the Warrant representing at least a majority applicable rules of such Principal Market for the issuance of shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementin excess of such amount. Until such approval or such written opinion is obtained, no Purchaser the Holder shall not be issuedissued in the aggregate, upon conversion or exercise (as the case may be) of any Notes or any of the Backstop Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”“)Cap. In the event that any Purchaser the Holder shall sell or otherwise transfer any of such Purchaserthe Holder’s Backstop Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants shall exercise all of such holder’s Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company Vasogen shall not be obligated to issue any shares of Common Stock Shares upon exercise conversion, amortization or redemption of this Warrant Note, and the Holder of this Note shall not have the right to receive upon conversion, amortization or redemption of this Note any Common Shares (and only such Common Shares), if the issuance of such shares Common Shares would exceed the aggregate number of Common Stock would exceed that number of shares of Common Stock Shares which the Company Vasogen may issue upon exercise conversion, amortization or redemption, or exercise, as applicable, of this Warrant the Notes and Warrants without breaching the Company’s Vasogen's obligations under the rules or regulations of the Principal Market (the “"Exchange Cap”"), except that such limitation shall not apply in the event that the Company or Vasogen (A) obtains the approval of its the Principal Market (in the case of the TSX) or Vasogen's shareholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock Shares in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementRequired Holders. Until such approval or written opinion is obtained, no Purchaser purchaser of the Notes pursuant to the Purchase Agreements (the "Purchasers") shall be issuedissued in the aggregate, upon exercise conversion or exercise, as applicable, of any Notes or Warrants, shares of Common Stock Shares in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number principal amount of shares of Common Stock Notes issued to such Purchaser pursuant to the Securities applicable Purchase Agreement on the Issuance Closing Date and the denominator of which is the aggregate number principal amount of shares of Common Stock all Notes issued to the Purchasers pursuant to the Securities Purchase Agreement Agreements on the Issuance Closing Date (with respect to each Purchaser, the “"Exchange Cap Allocation”“"). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s Warrants's Notes, the transferee shall be allocated a pro rata portion of such Purchaser’s 's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants Notes shall exercise convert all of such holder’s Warrants 's Notes into a number of shares of Common Stock Shares which, in the aggregate, is less than such holder’s 's Exchange Cap Allocation, then the difference between such holder’s 's Exchange Cap Allocation and the number of shares of Common Stock Shares actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants Notes on a pro rata basis in proportion to the shares aggregate principal amount of Common Stock underlying the Warrants Notes then held by each such holder. In For purposes of clarification, with respect to any Exchange Cap relating to the event that TSX, no holder of Notes shall be issued in the aggregate upon conversion (including pursuant to any Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result Conversion, Mandatory Conversion or LC Conversion) of the operation Notes or exercise of this Section 1(f)the Warrants or upon payment of Principal on the Notes on the Maturity Date, any Common Shares at a discount to the Company shall pay cash in exchange market price (as defined for cancellation purposes of the TSX) at the time of issuance of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as shares in excess of the date of the attempted exercisesuch holder's Exchange Cap Allocation.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise conversion of this Warrant Note or otherwise pursuant to the terms of this Note if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise conversion of this Warrant the Notes or otherwise pursuant to the terms of the Notes without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolder. Until such approval or such written opinion is obtained, no Purchaser Buyer (as defined in the Securities Purchase Agreement) shall be issuedissued in the aggregate, upon exercise conversion of any WarrantsNotes or any other issuance pursuant to the terms of the Notes, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by a fraction, (ii) the numerator quotient of which is (1) the total number aggregate maximum original principal amount of shares of Common Stock Notes issued or issuable to such Purchaser Buyer pursuant to the Securities Purchase Agreement on at any Closing (as defined in the Issuance Date and Securities Purchase Agreement) divided by (2) the denominator maximum aggregate original principal amount of which is the aggregate number of shares of Common Stock all Notes issued or issuable to the Purchasers Buyers pursuant to the Securities Purchase Agreement on the Issuance Date at any Closing (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such PurchaserBuyer’s WarrantsNotes, the transferee shall be allocated a pro rata portion of such PurchaserBuyer’s Exchange Cap AllocationAllocation with respect to such portion of such Notes so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder Upon conversion in full of Warrants shall exercise all of such a holder’s Warrants into a number of shares of Common Stock whichNotes, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such Notes shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants Notes on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants Notes then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f3(d)(ii) (the “Exchange Cap Shares”), the Company shall pay cash in exchange for the cancellation of such Warrant Shares, shares of Common Stock at a price per Warrant Share equal to the difference between sum of (i) the closing product of (x) such number of Exchange Cap Shares and (y) the Closing Sale Price on the Trading Day immediately preceding the date such Exchange Cap Shares would otherwise be required to be delivered to the Holder hereunder and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale price by the Holder of Exchange Cap Shares, any brokerage commissions and the Exercise Price as other out-of-pocket expenses, if any, of the date of the attempted exerciseHolder incurred in connection therewith.

Principal Market Regulation. The Notwithstanding anything to the contrary set forth in this Debenture, the Company shall not be obligated to issue any shares of Common Stock upon exercise conversion of this Warrant Debenture if the issuance of such shares of Common Stock (individually or together with all other shares of Common Stock issued or issuable now or in the future pursuant to (i) this Debentures, (ii) the other Debentures issued by the Company pursuant to the Securities Purchase Agreement, (iii) the Warrants issued pursuant to the Securities Purchase Agreement, or (iv) the Securities Purchase Agreement) would exceed that number of shares of Common Stock which the Company may issue upon exercise conversion of this Warrant Debenture without breaching triggering the Company’s obligations stockholder approval requirements of Rule 4350(i) under the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market and in accordance with applicable law for issuances of shares of Common Stock in excess of the threshold amount in such amount rule or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant Debentures representing at least a majority of the shares principal amounts of Common Stock underlying the Warrants Debentures then outstanding issued under the Securities Purchase Agreementoutstanding. Until such approval or written opinion is obtained, no Purchaser purchaser of the Debentures, Warrants or shares of Common Stock pursuant to the Securities Purchase Agreement (the “Purchasers”) shall be issued, upon conversion of Debentures or exercise of any the Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number principal amount of shares of Common Stock Debentures initially issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number principal amount of shares of Common Stock all Debentures initially issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s WarrantsDebentures, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants Debentures shall exercise convert all of such holder’s Warrants Debentures into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants Debentures on a pro rata basis in proportion to the shares aggregate principal amount of Common Stock underlying the Warrants Debentures then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Any Conversion Notice has been received as requesting a conversion that, after giving effect to such conversion, would result of the operation in a violation of this Section 1(f), 3(d) shall be null and void as to the Company shall pay cash in exchange for cancellation portion of such Warrant Shares, at a price per Warrant Share equal Conversion Notice that would be in violation of this Section 3(d) as if never delivered to the difference between the closing sale price and the Exercise Price as of the date of the attempted exerciseCompany.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise or conversion, as applicable, of this Warrant the SPA Warrants and SPA Securities or otherwise without breaching the Company’s obligations under the rules or regulations of the NASDAQ Stock Market in addition to the applicable Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the NASDAQ Stock Market in addition to the applicable Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementRequired Holders. Until such approval or written opinion is obtained, no Purchaser Buyer shall be issuedissued in the aggregate, upon exercise or conversion, as applicable, of any WarrantsSPA Warrants or SPA Securities, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the SPA Warrants issued to such Purchaser Buyer pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock underlying the SPA Warrants issued to the Purchasers Buyers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such PurchaserBuyer’s SPA Warrants, the transferee shall be allocated a pro rata portion of such PurchaserBuyer’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of SPA Warrants shall exercise all of such holder’s SPA Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f1(f)(ii), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price Closing Sale Price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant or conversion of SPA Notes and no Buyer shall be entitled to receive any shares of Common Stock if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise or conversion, as applicable, of this Warrant the SPA Warrants and SPA Notes or otherwise without breaching the Company’s 's obligations under the rules or regulations of the Principal any applicable Eligible Market (the “"Exchange Cap”"), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Eligible Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementRequired Holders. Until such approval or written opinion is obtained, no Purchaser Buyer shall be issuedissued in the aggregate, upon exercise or conversion, as applicable, of any WarrantsSPA Warrants or SPA Notes, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the SPA Warrants issued to such Purchaser Buyer pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock underlying the SPA Warrants issued to the Purchasers Buyers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each PurchaserBuyer, the “"Exchange Cap Allocation”“"). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such Purchaser’s Buyer's SPA Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Buyer's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of SPA Warrants shall exercise all of such holder’s 's SPA Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s 's Exchange Cap Allocation, then the difference between such holder’s 's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f1(f)(2), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price Weighted Average Price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company Notwithstanding anything to the contrary, the Corporation shall not be obligated to issue any shares of Common Stock upon exercise the conversion of this Warrant the Non-Voting Common Stock if the issuance of such shares of Common Stock would exceed that number (taken together with each issuance of such shares of Common Stock which (1) upon the Company may issue conversion of the Series A Preferred Stock in accordance with the Certificate of Designation, Preferences and Rights of Series A Preferred Stock or otherwise, (2) upon the conversion of the Series B Preferred Stock in accordance with the Certificate of Designation, Preferences and Rights of Series B Preferred Stock or otherwise, or (3) upon the exercise of this the Warrants pursuant to the Warrant without breaching the Company’s obligations under the rules or regulations Agreements) would exceed 19.9% of the Principal Market total outstanding shares of Common Stock of the Corporation, or more than 19.9% of the total voting power of the Corporation’s securities, in each case immediately preceding the issuance of the Series A Preferred Stock and Warrants pursuant to the Investment Agreement and the Warrant Agreements (the number of shares which may be issued without violating such limitation, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) Corporation obtains the approval of its shareholders as required by the applicable rules of the Principal Trading Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that amount. Until such approval is not requiredobtained, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock and Warrants (collectively, the “Existing Buyers” and each, individually, an “Existing Buyer”) shall not be permitted to convert Series A Preferred Stock, Series B Preferred Stock or Non-Voting Common Stock or exercise Warrants with respect to more than such Existing Buyer’s pro rata amount of such Exchange Cap (such amount, with respect to each Existing Buyer, its “Exchange Cap Allocation Amount”) determined based upon such Existing Buyer’s percentage ownership of the shares sum of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreement. Until such approval or written opinion is obtained, no Purchaser shall be issued, upon exercise of any Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is (1) the aggregate number of shares of Common Stock issued to issuable upon the Purchasers pursuant to conversion of all shares of Series A Preferred Stock, Series B Preferred Stock and/or Non-Voting Common Stock, plus (2) the Securities Purchase Agreement on aggregate number of shares of Common Stock issuable upon exercise of the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”“)Warrants. In the event that any Purchaser such Existing Buyer shall sell or otherwise transfer any of such PurchaserExisting Buyer’s shares of Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock or Warrants, the transferee shall be allocated a pro rata portion of such PurchaserExisting Buyer’s Exchange Cap AllocationAllocation Amount with respect to such portion of such Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock and Warrants so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation Amount so allocated to such transferee. In the event that any holder of Warrants shall Upon conversion and exercise all in full of such holderExisting Buyer’s Warrants into a number of shares of Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock whichand Warrants, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holderExisting Buyer’s Exchange Cap Allocation Amount and the number of shares of Common Stock actually issued to such holder Existing Buyer upon such Existing Buyer’s conversion in full of such Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock and Warrants shall be allocated to the respective Exchange Cap Allocations Allocation Amounts of the remaining holders Existing Buyers of Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock and Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation relative Exchange Cap Allocation Amounts of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exerciseExisting Buyers.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise conversion of this Warrant Note, and the Holder of this Note shall not have the right to receive upon conversion of this Note any shares of Common Stock, if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise conversion of this Warrant the Notes without breaching the Company’s obligations under the rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementRequired Holders. Until such approval or written opinion is obtained, no Purchaser purchaser of the Notes pursuant to the Securities Purchase Agreement (the “Purchasers”) shall be issuedissued in the aggregate, upon exercise conversion of any WarrantsNotes, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number principal amount of shares of Common Stock Notes issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Closing Date and the denominator of which is the aggregate number principal amount of shares of Common Stock all Notes issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Closing Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s WarrantsNotes, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants Notes shall exercise convert all of such holder’s Warrants Notes into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants Notes on a pro rata basis in proportion to the shares aggregate principal amount of Common Stock underlying the Warrants Notes then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon the exercise of this Warrant if the issuance of such shares of Common Stock (taken together with the issuance of such shares upon the exercise of the other SPA Warrants and the conversion of the Notes or otherwise pursuant to the terms of the Notes or the SPA Warrants) would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion or otherwise pursuant to the terms of this Warrant the Notes or the SPA Warrants (as the case may be) of the Warrants and the Notes without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in to the event extent that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolder. Until such approval or such written opinion is obtained, no Purchaser Buyer shall be issuedissued in the aggregate, upon conversion or exercise (as the case may be) of any Notes or any of the SPA Warrants or otherwise pursuant to the terms of the Notes or the SPA Warrants, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by a fraction, (ii) the numerator quotient of which is (1) the total number original principal amount of shares of Common Stock Notes issued to such Purchaser Buyer pursuant to the Securities Purchase Agreement on the Issuance Closing Date and (as defined in the denominator of which is Securities Purchase Agreement) divided by (2) the aggregate number original principal amount of shares of Common Stock all Notes issued to the Purchasers Buyers pursuant to the Securities Purchase Agreement on the Issuance Closing Date (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such PurchaserBuyer’s SPA Warrants, the transferee shall be allocated a pro rata portion of such PurchaserBuyer’s Exchange Cap AllocationAllocation with respect to such portion of such SPA Warrants so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder Upon conversion and exercise in full of Warrants shall exercise all of such a holder’s Warrants into a number of shares of Common Stock whichNotes and SPA Warrants, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such Notes and such holder’s exercise in full of such SPA Warrants shall be allocated allocated, to the respective Exchange Cap Allocations of the remaining holders of Notes and related SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Notes and related SPA Warrants then held by each such holderholder of Notes and related SPA Warrants. In the event that the Company is then prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f1(f)(ii) (the “Exchange Cap Shares”), in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder in exchange for the cancellation of such portion of this Warrant Shares, exercisable into such Exchange Cap Shares (the “Exchange Cap Payment Amount”) at a price per Warrant Share equal to the difference between sum of (x) the closing sale price product of (A) such number of Exchange Cap Shares and (B) the Exercise Closing Sale Price as of the Common Stock on the date the Holder delivers the applicable Exercise Notice with respect to such Exchange Cap Shares to the Company and (y) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any brokerage commissions and other out-of-pocket expenses, if any, of the attempted exerciseHolder incurred in connection therewith. Notwithstanding anything to the contrary in this Warrant or any Transaction Document, the Exchange Cap Payment Amount shall not exceed $750,000 in the aggregate for all SPA Warrants.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise conversion of any Preferred Shares or otherwise pursuant to the terms of this Warrant Certificate of Designations if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion (as the case may be) of this Warrant the Preferred Shares without breaching the Company’s obligations under the rules or and regulations the listing rules of the Principal Market (the maximum number of shares of Common Stock which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules and regulations of the Principal Market for issuances of shares of Common Stock in excess of such amount (the “Stockholder Approval Date”) or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementRequired Holders. Until such approval or such written opinion is obtained, no Purchaser Holder shall be issuedissued in the aggregate, upon conversion or exercise (as the case may be) of any WarrantsPreferred Shares, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Initial Issuance Date multiplied by a fraction, (ii) the numerator quotient of which is the total number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is (1) the aggregate number of shares Preferred Shares issued to such Holder on the Initial Issuance Date divided by (2) the aggregate number of Common Stock Preferred Shares issued to the Purchasers Holders on the Initial Issuance Date pursuant to the Securities Purchase Agreement on the Issuance Date Exchange Agreements (with respect to each PurchaserHolder, the “Exchange Cap Allocation”“). In the event that any Purchaser Holder shall sell or otherwise transfer any of such PurchaserXxxxxx’s WarrantsPreferred Shares, the transferee shall be allocated a pro rata portion of such PurchaserHolder’s Exchange Cap AllocationAllocation with respect to such portion of such Preferred Shares so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder Upon conversion in full of Warrants shall exercise all of such a holder’s Warrants into a number of shares of Common Stock whichPreferred Shares, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such Preferred Shares shall be allocated allocated, to the respective Exchange Cap Allocations of the remaining holders of Warrants Preferred Shares on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants Preferred Shares then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result holder of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Preferred Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant if the issuance of such shares of Common Stock (taken together with each issuance of such shares of Common Stock (x) upon exercise of the Warrants in accordance with the Warrant Agreement or otherwise, (y) upon the conversion of the Series B Preferred Stock in accordance with the Articles of Incorporation or otherwise and (z) upon conversion of the Non-Voting Common Stock in accordance with the Articles of Incorporation or otherwise, would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion or otherwise pursuant to the terms of this Warrant the Series B Preferred Stock, Non-Voting Common Stock or Warrants (as the case may be) without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementPurchaser. Until such approval or such written opinion is obtained, no Purchaser (each, an “Existing Buyer”) shall be issuedissued in the aggregate, upon conversion or exercise (as the case may be) of any WarrantsSeries B Preferred Stock, Non-Voting Common Stock, Warrant or otherwise pursuant to the terms of this Agreement, the Articles of Incorporation or the Warrant Agreement, shares of Common Stock in an amount greater than the product of difference between (i) the Exchange Cap multiplied by a fraction, the numerator as of which is the total number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and minus (ii) the denominator sum of which is (1) the aggregate number of shares of Common Stock issued to the Purchasers pursuant to the Securities Purchase Agreement such Existing Buyer on the Issuance Closing Date plus (2) the aggregate number of shares of Common Stock issued to other investors on the Closing Date (with respect to each Purchasersuch Existing Buyer, the “Exchange Cap Allocation”“). In the event that any Purchaser such Existing Buyer shall sell or otherwise transfer any of such PurchaserExisting Buyer’s WarrantsCommon Shares, the transferee shall be allocated a pro rata portion of such PurchaserExisting Buyer’s Exchange Cap AllocationAllocation with respect to such portion of such Common Shares so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder of Warrants shall Upon conversion and exercise all in full of such holderExisting Buyer’s Warrants into a number of shares of Series B Preferred Stock, Non-Voting Common Stock whichor Warrants, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holderExisting Buyer’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder Existing Buyer upon such Existing Buyer’s conversion in full of such Series B Preferred Stock or Non-Voting Common Stock and such Existing Buyer’s exercise in full of such Warrants shall be allocated allocated, to the respective Exchange Cap Allocations of the remaining holders Existing Buyers of Series B Preferred Stock, Non-Voting Common Stock or Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Series B Preferred Stock, Non-Voting Common Stock or Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result Existing Buyer of the operation of this Section 1(f)Series B Preferred Stock, the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exerciseNon-Voting Common Stock or Warrants.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant and no Buyer shall be entitled to receive any shares of Common Stock if the issuance of such shares of Common Stock together with the Common Stock issued pursuant to the Purchase Agreement would exceed that number of shares of Common Stock which the Company may issue upon exercise of this Warrant the SPA Warrants without breaching the Company’s obligations under the rules or regulations of the Principal any applicable Trading Market (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Trading Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant SPA Warrants representing at least a majority of the shares of Common Stock underlying the SPA Warrants then outstanding issued under (the Securities Purchase Agreement“Required Holders”). Until such approval or written opinion is obtained, no Purchaser Holder shall be issuedissued in the aggregate, upon exercise of any SPA Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the SPA Warrants issued to such Purchaser Holder pursuant to the Securities Purchase Agreement on the date the SPA Warrants were first issued (the “Issuance Date Date”) and the denominator of which is the aggregate number of shares of Common Stock underlying the SPA Warrants issued to the Purchasers Holders pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such PurchaserBuyer’s SPA Warrants, the transferee shall be allocated a pro rata portion of such PurchaserBuyer’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of SPA Warrants shall exercise all of such holder’s SPA Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f2(c)(ii), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price VWAP and the Exercise Price as of the date of the attempted exercise. As used herein, “SPA Warrants” means, the Warrants to purchase Common Stock issued pursuant to the Purchase Agreement.

Principal Market Regulation. The In order to comply with the rules and regulations of the Principal Market, the Company shall not be obligated to issue any shares of Common Stock upon exercise or exchange of this Warrant if the issuance of such shares of Common Stock would exceed that would, when added to the number of Common Shares (as defined in the Securities Purchase Agreement) issued pursuant to the Securities Purchase Agreement and the SPA Warrants, exceed [___________] shares of Common Stock which in the Company may issue upon exercise of this Warrant without breaching the Company’s obligations under the rules or regulations of the Principal Market aggregate (the “Exchange Cap”), based upon the total issued and outstanding number of shares of common stock as of the preceding trading day of the Issuance Date, except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount amount, (B) is no longer traded on the Principal Market, or (BC) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of Holder. For so long as the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreement. Until such approval or written opinion Exchange Cap is obtainedapplicable, no Purchaser Buyer shall be issuedissued in the aggregate, upon exercise or exchange of any SPA Warrants, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap multiplied by a fraction, (ii) the numerator quotient of which is (1) the total number of shares of Common Stock issued to Purchase Price paid by such Purchaser Buyer pursuant to the Securities Purchase Agreement on divided by (2) the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock issued to the Purchasers Purchase Price paid by all Buyers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such PurchaserBuyer’s SPA Warrants, the transferee shall be allocated a pro rata portion of such PurchaserBuyer’s Exchange Cap AllocationAllocation with respect to such portion of such SPA Warrants so transferred, and the restrictions of the prior sentence in this Section 1(f)(ii) shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder Upon exercise or exchange in full of Warrants shall exercise all of such a holder’s Warrants into a number of shares of Common Stock whichSPA Warrants, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder's exercise or exchange in full of such SPA Warrants shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise conversion of this Warrant the Series B Preferred Stock if the issuance of such shares of Common Stock (taken together with each issuance of such shares (x) pursuant to the Securities Purchase Agreement, dated as of May 8, 2019, by and among the Company and the purchasers party thereto (the “SPA”), (y) upon the exercise of the Warrants (as defined in the SPA) in accordance with the Warrant Agreement (as defined in the SPA) or otherwise and (z) following the Non-Voting Common Stock Articles Supplementary Effective Date, upon conversion of the Non-Voting Common Stock in accordance with the Articles of Incorporation or otherwise) would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion or otherwise pursuant to the terms of this Warrant the Series B Preferred Stock, Non-Voting Common Stock or Warrants (as the case may be) without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolder. Until such approval or such written opinion is obtained, no Purchaser Holder (each, an “Existing Buyer”) shall be issuedissued in the aggregate, upon conversion or exercise (as the case may be) of any WarrantsSeries B Preferred Stock, Non-Voting Common Stock, Warrants or otherwise pursuant to the terms of the SPA, the Articles of Incorporation or the Warrant Agreement, shares of Common Stock in an amount greater than the product of difference between (i) the Exchange Cap multiplied by a fraction, as of the numerator Closing Date (as defined in the SPA) minus (ii) the sum of which is the total number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is (1) the aggregate number of shares of Common Stock issued to the Purchasers pursuant to the Securities Purchase Agreement such Existing Buyer on the Issuance Closing Date plus (2) the aggregate number of shares of Common Stock issued to other investors on the Closing Date (with respect to each Purchasersuch Existing Buyer, the “Exchange Cap Allocation”“). In the event that any Purchaser such Existing Buyer shall sell or otherwise transfer any of such PurchaserExisting Buyer’s WarrantsSeries B Preferred Stock, the transferee shall be allocated a pro rata portion of such PurchaserExisting Buyer’s Exchange Cap AllocationAllocation with respect to such portion of such Series B Preferred Stock so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder of Warrants shall Upon conversion and exercise all in full of such holderExisting Buyer’s Warrants into a number of shares of Series B Preferred Stock, Non-Voting Common Stock whichor Warrants, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holderExisting Buyer’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder Existing Buyer upon such Existing Buyer’s conversion in full of such Series B Preferred Stock or Non-Voting Common Stock and such Existing Buyer’s exercise in full of such Warrants shall be allocated allocated, to the respective Exchange Cap Allocations of the remaining holders Existing Buyers of Series B Preferred Stock, Non-Voting Common Stock or Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Series B Preferred Stock, Non-Voting Common Stock or Warrants then held by each such holderExisting Buyer of Series B Preferred Stock, Non-Voting Common Stock or Warrants. In IN WITNESS WHEREOF, PATHFINDER BANCORP, INC. has caused these Articles Supplementary to the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice Articles of Incorporation to be signed in its name and on its behalf by its President and Chief Executive Officer and witnessed by its Secretary, under penalties of perjury, each of whom has been received as a result duly authorized by the Board of Directors of the operation Corporation to execute and attest to these Articles Supplementary this day of this Section 1(fMay, 2019. WITNESS PATHFINDER BANCORP, INC. By: By: Name: Xxxxx X. Xxxx Name: Xxxxxx X. Xxxxxxxxx Title: Secretary President and Chief Executive Officer ANNEX A FORM OF ARTICLES SUPPLEMENTARY ESTABLISHING A CLASS OF NON-VOTING COMMON STOCK The shares of Non-Voting Common Stock of the Corporation into which the Series B Preferred Stock shall be mandatorily convertible upon the taking by the Corporation of all action necessary under the Maryland Corporations and Associations Code to authorize a class of Non-Voting Common Stock shall be created by filing Articles Supplementary in substantially the form below: PATHFINDER BANCORP, INC. ARTICLES SUPPLEMENTARY FOR CLASS A NON-VOTING COMMON STOCK Pathfinder Bancorp, Inc., a Maryland Corporation (the “Corporation”), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal hereby certifies to the difference between the closing sale price State Department of Assessments and the Exercise Price as Taxation of the date of the attempted exercise.Maryland that:

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon the exercise of this Warrant if the issuance of such shares of Common Stock (taken together with all prior issuances of shares of Common Stock upon the exercise of the SPA Warrants) would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise of this Warrant the SPA Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolder. Until such approval or such written opinion is obtained, no Purchaser Buyer shall be issuedissued in the aggregate, upon exercise of any of the SPA Warrants, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by a fraction, (ii) the numerator quotient of which is (1) the total number aggregate original Stated Value of shares of Common Stock the Preferred Shares issued to such Purchaser Buyer pursuant to the Securities Purchase Agreement on the Issuance Closing Date and (as defined in the denominator of which is Securities Purchase Agreement) divided by (2) the aggregate number original Stated Value of shares of Common Stock the Preferred Shares issued to the Purchasers Buyers pursuant to the Securities Purchase Agreement on the Issuance Closing Date (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such PurchaserBuyer’s SPA Warrants, the transferee shall be allocated a pro rata portion of such PurchaserBuyer’s Exchange Cap AllocationAllocation with respect to such portion of such SPA Warrants so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder Upon exercise in full of Warrants shall exercise all of such a holder’s Warrants into a number of shares of Common Stock whichSPA Warrants, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s exercise in full of such SPA Warrants shall be allocated allocated, to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holderSPA Warrants. In the event that the Company is then prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f1(f)(i) (the “Exchange Cap Shares”), in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder in exchange for the cancellation of such portion of this Warrant Shares, exercisable into such Exchange Cap Shares (the “Exchange Cap Payment Amount”) at a price per Warrant Share equal to the difference between sum of (x) the closing sale price product of (A) such number of Exchange Cap Shares and (B) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Exercise Price as of Notice with respect to such Exchange Cap Shares to the Company and ending on the date of such payment under this Section 1(f)(i) and (y) to the attempted exerciseextent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, brokerage commissions, if any, of the Holder incurred in connection therewith.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon conversion of this Note or otherwise pursuant to the terms of this Note (taken together with the issuance of such shares upon the exercise of this Warrant the Warrants) if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise conversion of the Notes or otherwise pursuant to the terms of this Warrant Note or the Warrants (as the case may be) without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, including rules related to the aggregate of offerings under NASDAQ Listing Rule 5635(d), the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolder. Until such approval or such written opinion is obtained, no Purchaser shall be issuedissued in the aggregate, upon conversion or exercise (as the case may be) of any Notes or any of the Warrants or otherwise pursuant to the terms of the Notes or the Warrants, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by a fraction, (ii) the numerator quotient of which is (1) the total number original principal amount of shares of Common Stock Notes issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Closing Date and (as defined in the denominator of which is Purchase Agreement) divided by (2) the aggregate number original principal amount of shares of Common Stock all Notes issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Closing Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s WarrantsNotes, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap AllocationAllocation with respect to such portion of such Notes so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder Upon conversion and exercise in full of Warrants shall exercise all of such a holder’s Warrants into a number of shares of Common Stock whichNotes and Warrants, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such Notes and such holder’s exercise in full of such Warrants shall be allocated allocated, to the respective Exchange Cap Allocations of the remaining holders of Notes and related Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Notes and related Warrants then held by each such holderholder of Notes and related Warrants. In If, due to the event that Company’s failure to obtain Shareholder Approval (as defined in the Purchase Agreement), the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f3(d)(i) (the “Exchange Cap Shares”), the Company shall pay cash in exchange for the cancellation of such Warrant Shares, portion of this Note convertible into such Exchange Cap Shares at a price per Warrant Share equal to the difference between sum of (i) the closing sale price product of (x) such number of Exchange Cap Shares and (y) the Exercise greatest Closing Sale Price as of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Conversion Notice with respect to such Exchange Cap Shares to the Company and ending on the date of such issuance and payment under this Section 3(d)(i) and (ii) to the attempted exerciseextent of any Buy-In related thereto, any Buy-In Payment Amount, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith (collectively, the “Exchange Cap Share Cancellation Amount”).

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon the exercise of this Warrant if the issuance of such shares of Common Stock (taken together with the issuance of the Warrant Shares issuable upon the exercise of the SPA Warrants) would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion (as the case may be) of this Warrant the SPA Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount (and in the case of a written consent in lieu of a stockholders meeting, after the Company has sent an information statement under the 1934 Act and the waiting period under the 1934 Act for the consent to be effective has expired) or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders Holder or (C) obtains a waiver from the Principal Market of the Warrant representing at least a majority applicable rules of such Principal Market for the issuance of shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementin excess of such amount. Until While such approval or written opinion is obtainedlimitation applies, no Purchaser Buyer shall be issuedissued in the aggregate, upon exercise of any of the SPA Warrants, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by a fraction, (ii) the numerator quotient of which is the total (1) aggregate number of shares of Stockholder Common Stock issued Shares (as defined in the Securities Purchase Agreement) sold to such Purchaser Buyer pursuant to the Securities Purchase Agreement on the Issuance Closing Date and (as defined in the denominator of which is the Securities Purchase Agreement) divided by (2) aggregate number of shares of Stockholder Common Stock Shares issued to the Purchasers Buyers pursuant to the Securities Purchase Agreement on the Issuance Closing Date (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such PurchaserBuyer’s SPA Warrants, the transferee shall be allocated a pro rata portion of such PurchaserBuyer’s Exchange Cap AllocationAllocation with respect to such portion of such SPA Warrants so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder Upon exercise in full of Warrants shall exercise all of such a holder’s Warrants into a number of shares of Common Stock whichSPA Warrants, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s exercise in full of such SPA Warrants shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants then held by each such holder. In At any time after the Adjustment Time, in the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f1(f)(ii) (the “Exchange Cap Shares,” and such occurrence, an “Exchange Cap Event”), in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder in exchange for the cancellation of such portion of this Warrant Shares, exercisable into such Exchange Cap Shares at a price per Warrant Share equal to the difference between sum of (x) the closing sale price product of (A) such number of Exchange Cap Shares and (B) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Exercise Price as of Notice with respect to such Exchange Cap Shares to the Company and ending on the date immediately preceding the date of such payment under this Section 1(f)(ii) and (y) to the attempted exerciseextent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any Buy-In Payment Amount, brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon conversion of this Note or otherwise pursuant to the terms of this Note (taken together with the issuance of such shares upon the exercise of this Warrant the Warrants) if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise conversion of the Notes or otherwise pursuant to the terms of this Warrant Note or the Warrants (as the case may be) without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, including rules related to the aggregate of offerings under NASDAQ Listing Rule 5635(d), the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolder. Until such approval or such written opinion is obtained, no Purchaser shall be issuedissued in the aggregate, upon conversion or exercise (as the case may be) of any Notes or any of the Warrants or otherwise pursuant to the terms of the Notes or the Warrants, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by a fraction, (ii) the numerator quotient of which is (1) the total number original principal amount of shares of Common Stock Notes issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Closing Date and (as defined in the denominator of which is Purchase Agreement) divided by (2) the aggregate number original principal amount of shares of Common Stock all Notes issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Closing Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s WarrantsNotes, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap AllocationAllocation with respect to such portion of such Notes so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder Upon conversion and exercise in full of Warrants shall exercise all of such a holder’s Warrants into a number of shares of Common Stock whichNotes and Warrants, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s conversion in full of such Notes and such holder’s exercise in full of such Warrants shall be allocated allocated, to the respective Exchange Cap Allocations of the remaining holders of Notes and related Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Notes and related Warrants then held by each such holderholder of Notes and related Warrants. In If, due to the event that Company’s failure to obtain approval of its stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of the number of shares in the Exchange Cap, the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f3(d)(iii) (the “Exchange Cap Shares”), the Company shall pay cash in exchange for the cancellation of such Warrant Shares, portion of this Note convertible into such Exchange Cap Shares at a price per Warrant Share equal to the difference between sum of (i) the closing sale price product of (x) such number of Exchange Cap Shares and (y) the Exercise greatest Closing Sale Price as of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Conversion Notice with respect to such Exchange Cap Shares to the Company and ending on the date of such issuance and payment under this Section 3(d)(iii) and (ii) to the attempted exerciseextent of any Buy-In related thereto, any Buy-In Payment Amount, any brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith (collectively, the “Exchange Cap Share Cancellation Amount”).

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise conversion of this Warrant Note or otherwise pursuant to the terms of this Note if the issuance of such shares of Common Stock (taken together with the issuance of all shares of Common Stock under or in connection with the Credit Agreement, dated as of October 26, 2016, between the Company and Guanfu Holding Co., Ltd. (the “Credit Agreement”)) would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise conversion of this Warrant Note or otherwise pursuant to the terms of this Note or the Credit Agreement without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolder. Until such approval or such written opinion is obtained, no Purchaser the Holder shall not be issuedissued in the aggregate, upon exercise conversion of any Warrantsthis Note or otherwise pursuant to the terms of this Note, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants shall exercise all of such holder’s Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holderCap. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f3(d)(ii) (the “Exchange Cap Shares”), the Company shall pay cash in exchange for cancellation of the Conversion Amount that is subject to such Warrant Shares, at a price per Warrant Share Conversion Notice in an amount equal to the difference between sum of (i) the closing sale price product of (x) such number of Exchange Cap Shares and (y) the Exercise greatest Closing Sale Price as of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Conversion Notice with respect to such Exchange Cap Shares to the Company and ending on the Trading Day immediately preceding the date of such issuance and payment under this Section 3(d)(ii) and (ii) to the attempted exerciseextent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any brokerage commissions and other reasonable out-of-pocket expenses, if any, of the Holder incurred in connection therewith.

Principal Market Regulation. The In order to comply with the rules and regulations of the NYSE MKT (the Principal Market), the Company shall not be obligated to issue any shares of Common Stock upon exercise or exchange of this Warrant if the issuance of such shares of Common Stock would exceed that would, when added to the number of Common Shares (as defined in the Securities Purchase Agreement) issued pursuant to the Securities Purchase Agreement, exceed 27,654,775 shares of Common Stock which in the Company may issue upon exercise of this Warrant without breaching the Company’s obligations under the rules or regulations of the Principal Market aggregate (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount amount, (B) is no longer traded on the Principal Market, or (BC) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreement. Until such approval or written opinion is obtained, no Purchaser shall be issued, upon exercise of any Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”“). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser’s Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants shall exercise all of such holder’s Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holderHolder. In the event that the Company is prohibited from issuing any shall seek to issue Warrant Shares for under this Warrant which, when added to the number of Common Shares (as defined in the Securities Purchase Agreement) issued pursuant to the Securities Purchase Agreement, exceeds the Exchange Cap, and such limitation applies as aforesaid, then the Company shall provide each shareholder entitled to vote at a meeting of shareholders of the Company (a “Shareholder Meeting”) a proxy statement, substantially in a form which an Exercise Notice has been received as a result previously reviewed by the Holder and its counsel at the expense of the operation Company, soliciting each such shareholder’s affirmative vote at the Shareholder Meeting for approval of this Section 1(fa resolution (the “Resolution”) making the Exchange Cap inapplicable with respect to issuances of Common Stock in excess of the Exchange Cap in accordance with applicable law and the rules and regulations of Principal Market (such affirmative approval is referred to herein as the “Shareholder Approval”), and in such event the Company shall use its best efforts to solicit its shareholders’ approval of the Resolution and the Shareholder Approval (which efforts shall include, without limitation, the requirement to hire a reputable proxy solicitor) and to cause the board of directors of the Company to recommend to the shareholders that they approve the Resolution and the Shareholder Approval. Notwithstanding anything to the contrary contained herein, until such time as Shareholder Approval has been obtained or the Exchange Cap no longer applies as aforesaid, the Company shall pay cash not issue (or take any action whereby it would be deemed hereunder to issue) shares of Common Stock in exchange for cancellation a Dilutive Issuance which would result in the Exchange Cap being triggered if the adjustments under Section 2 hereof were made in respect of such Dilutive Issuance (without regard to any limitations hereunder, including without limitation the Exchange Cap) and this Warrant Shareswere exercised in full thereafter (without regard to any limitations on exercise hereunder, at a price per Warrant Share equal to including without limitation the difference between the closing sale price Exchange Cap and the Exercise Price as of the date of the attempted exerciseMaximum Percentage).

Principal Market Regulation. The Company shall not be obligated to issue any shares Common Shares pursuant to the terms of these Articles of Amendment, and the Holders shall not have the right to receive any Common Stock upon exercise Shares pursuant to the terms of this Warrant if these Articles of Amendment, to the extent the issuance of such shares of Common Stock Shares would exceed that number of shares of 22,165,789 Common Stock which Shares (as adjusted for any share dividend, share split, share combination, reclassification or similar transaction relating to the Company may issue upon exercise of this Warrant without breaching Common Shares occurring after the Company’s obligations under the rules or regulations of the Principal Market Subscription Date) (the “"Exchange Cap”"), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market and the Toronto Stock Exchange (or its successor), as applicable, for issuances of shares of Common Stock Shares in excess of such amount or if the Principal Market and the Toronto Stock Exchange (B) obtains or its successor), as applicable, allows for a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares greater number of Common Stock underlying the Warrants then outstanding Shares to be issued under the Securities Purchase Agreementpursuant to these Articles of Amendment. Until such approval or written opinion is obtained, no Purchaser Holder shall be issuedissued in the aggregate, upon exercise pursuant to the terms of any Warrantsthese Articles of Amendment, shares of Common Stock Shares in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock Series A Preferred Shares issued to such Purchaser initial Holder pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is the aggregate number of shares of Common Stock all Series A Preferred Shares issued to the Purchasers initial Holders pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each Purchasersuch Holder, the “"Exchange Cap Allocation”“"). In the event that any Purchaser Holder shall sell or otherwise transfer any of such Purchaser’s WarrantsHolder's Series A Preferred Shares, the transferee shall be allocated a pro rata portion of such Purchaser’s Holder's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Warrants Holder shall exercise all have converted any of such holder’s Warrants Holder's Series A Preferred Shares into a number of shares of Common Stock Shares which, in the aggregate, is less than such holder’s Holder's Exchange Cap Allocation, then the difference between such holder’s Holder's Exchange Cap Allocation and the number of shares of Common Stock Shares actually issued to such holder Holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Warrants Holders on a pro rata basis in proportion to the shares of Common Stock Shares underlying the Warrants Series A Preferred Shares then held by each such holderHolder. In the event that the Company is prohibited from issuing any Warrant Common Shares for which an Exercise Notice has been received in connection with a conversion of Series A Preferred Shares pursuant to Section 6(a) or Section 6(d) or in respect of Preferential Dividend Shares as a result of the operation of this Section 1(f6(e)(i) (the "Exchange Cap Shares"), the Company shall shall, to the fullest extent permitted by law and out of funds lawfully available therefor, pay cash on or prior to the applicable share delivery date to such Holder in exchange for cancellation the redemption of such Warrant Shares, number of Series A Preferred Shares held by the Holder that are not convertible into such Exchange Cap Shares at a price per Warrant Share equal to the difference between product of (x) such number of Exchange Cap Shares and (y) the closing sale price and the Exercise Closing Sale Price as of the date of Common Shares on the attempted exerciseapplicable Conversion Date or Mandatory Conversion Date, as the case may be, except that if the Exchange Cap Shares are Preferential Dividend Shares, the Company shall instead pay to such Holder Cash Preferential Dividends on the applicable Preferential Dividend Date in accordance with Section 5.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise conversion of this Warrant Debenture, whether pursuant to this Section 3, or otherwise, if the issuance of such shares of Common Stock would exceed that number of shares of Common Stock which the Company may issue upon exercise conversion of this Warrant the Debentures and exercises of the Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market minus 273,611 (the “Exchange Principal Market Cap”), which amount shall be calculated for all the Debentures as the amount of the Principal Market Cap less the number of shares issued and issuable upon exercise in full of all Warrants, except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount Shareholder Approval or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolder. Until such approval or written opinion is obtained, no Purchaser the Holder pursuant to the Purchase Agreement (the “Purchaser”) shall not be issued, upon conversion of Debentures or exercise of any WarrantsWarrants held by the Purchaser, shares of Common Stock in an amount greater than the product amount of the Exchange Principal Market Cap allocated to it in accordance with this paragraph. Subject to the following sentence, the Principal Market Cap Allocation of a holder shall be: (i) in the case of the initial holder, prior to any transfers, the Principal Market Cap; (ii) in the case of a transferor, the amount equal to (x) such transferor’s Principal Market Cap Allocation immediately prior to such transfer minus (y) the amount of the Principal Market Cap allocated to the applicable transferee pursuant to clause (iii)(y), and (iii) in the case of any transferee, the sum of (x) such transferee’s Principal Market Cap Allocation immediately prior to the applicable transfer plus (y) the Principal Market Cap Allocation of the transferor immediately prior to such transfer multiplied by a fraction, the numerator of which is the total sum of (1) the principal balance (not including any accrued interest or penalties added to the Principal Amount) of the Debentures so transferred divided by the Conversion Price, plus (2) the number of shares Warrant Shares issuable upon exercise of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date any Warrants so transferred, and the denominator of which is sum of (1) the principal balance (not including any accrued interest or penalties added to the Principal Amount) of the Debentures held by the transferor immediately prior to such transfer divided by the Conversion Price, plus (2) the number of Warrant Shares issuable upon exercise of any Warrants held by the transferor immediately prior to such transfer, plus (3) the aggregate number of shares of Warrant Shares and Common Stock Shares previously issued to the Purchasers pursuant to the Securities Purchase Agreement on the Issuance Date (with respect to each Purchasertransferor upon conversion of Warrants or Debentures, the “Exchange Cap Allocation”“)respectively. In the event that any the Purchaser shall sell or otherwise transfer any of such Purchaser’s its Debentures or Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Exchange its Principal Market Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Principal Market Cap Allocation allocated to such transferee. In the event that any holder of Warrants Debentures shall convert all of such holder’s Debentures and exercise all of such holder’s Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s Exchange Principal Market Cap Allocation, then the difference between such holder’s Exchange Principal Market Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Principal Market Cap Allocations of the remaining holders of Warrants Debentures on a pro rata basis in proportion to the shares aggregate principal amount of Common Stock underlying the Warrants Debentures then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon exercise of this Warrant if the issuance of such shares of Common Stock would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise of this Warrant the Lender Warrants without breaching the Company’s 's obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase AgreementHolder. Until such approval or such written opinion is obtained, no Purchaser Lender shall be issuedissued in the aggregate, upon exercise of any Lender Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock underlying the Lender Warrants issued to such Purchaser Lender pursuant to the Securities Purchase Loan Agreement on the Initial Issuance Date and the denominator of which is the aggregate number of shares of Common Stock underlying the Lender Warrants issued to the Purchasers Lenders pursuant to the Securities Purchase Loan Agreement on the Initial Issuance Date (with respect to each PurchaserLender, the “Exchange Cap Allocation”“). In the event that any Purchaser Lender shall sell or otherwise transfer any of such Purchaser’s Lender's Lender Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s Lender's Exchange Cap Allocation, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation allocated to such transferee. In the event that any holder of Lender Warrants shall exercise all of such holder’s 's Lender Warrants into a number of shares of Common Stock which, in the aggregate, is less than such holder’s 's Exchange Cap Allocation, then the difference between such holder’s 's Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder shall be allocated to the respective Exchange Cap Allocations of the remaining holders of Lender Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Lender Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares ninety (90) days after the date for which an Exercise Notice has been received received, as a result of the operation of this Section 1(f1(e)(ii), the Company shall pay cash in exchange for cancellation of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price Fair Market Value and the Exercise Price as of the date of the attempted exercise.

Principal Market Regulation. The Company shall not be obligated to issue any shares of Common Stock upon the exercise of this Warrant if the issuance of such shares of Common Stock (taken together with the issuance of the Company Common Shares (as defined in the Securities Purchase Agreement) and the Warrant Shares issuable upon the exercise of the SPA Warrants) would exceed that the aggregate number of shares of Common Stock which the Company may issue upon exercise or conversion (as the case may be) of this Warrant the SPA Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) obtains the approval of its shareholders stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount (and in the case of a written consent in lieu of a stockholders meeting, after the Company has sent an information statement under the 1934 Act and the waiting period under the 1934 Act for the consent to be effective has expired) or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the holders Holder or (C) obtains a waiver from the Principal Market of the Warrant representing at least a majority applicable rules of such Principal Market for the issuance of shares of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreementin excess of such amount. Until While such approval or written opinion is obtainedlimitation applies, no Purchaser Buyer shall be issuedissued in the aggregate, upon exercise of any of the SPA Warrants, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap as of the Issuance Date multiplied by a fraction, (ii) the numerator quotient of which is the total (1) aggregate number of shares of Company Common Stock Shares issued to such Purchaser Buyer pursuant to the Securities Purchase Agreement on the Issuance Closing Date and (as defined in the denominator of which is the Securities Purchase Agreement) divided by (2) aggregate number of shares of Company Common Stock Shares issued to the Purchasers Buyers pursuant to the Securities Purchase Agreement on the Issuance Closing Date (with respect to each PurchaserBuyer, the “Exchange Cap Allocation”“). In the event that any Purchaser Buyer shall sell or otherwise transfer any of such PurchaserBuyer’s SPA Warrants, the transferee shall be allocated a pro rata portion of such PurchaserBuyer’s Exchange Cap AllocationAllocation with respect to such portion of such SPA Warrants so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. In the event that any holder Upon exercise in full of Warrants shall exercise all of such a holder’s Warrants into a number of shares of Common Stock whichSPA Warrants, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holder’s Exchange Cap Allocation and the number of shares of Common Stock actually issued to such holder upon such holder’s exercise in full of such SPA Warrants shall be allocated to the respective Exchange Cap Allocations of the remaining holders of SPA Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the SPA Warrants then held by each such holder. In At any time after the Adjustment Time, in the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result shares of the operation of Common Stock pursuant to this Section 1(f1(f)(ii) (the “Exchange Cap Shares”), in lieu of issuing and delivering such Exchange Cap Shares to the Holder, the Company shall pay cash to the Holder in exchange for the cancellation of such portion of this Warrant Shares, exercisable into such Exchange Cap Shares at a price per Warrant Share equal to the difference between sum of (x) the closing sale price product of (A) such number of Exchange Cap Shares and (B) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Exercise Price as of Notice with respect to such Exchange Cap Shares to the Company and ending on the date immediately preceding the date of such payment under this Section 1(f)(ii) and (y) to the attempted exerciseextent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Exchange Cap Shares, any Buy-In Payment Amount, brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith.

Principal Market Regulation. The Company Notwithstanding anything to the contrary, but subject to Sections 5(a) and 5(g), the Corporation shall not be obligated to issue any shares of Common Stock upon exercise the conversion of this Warrant the Series B Preferred Stock if the issuance of such shares of Common Stock would exceed that number (taken together with each issuance of such shares of Common Stock which (1) upon the Company may issue conversion of the Series A Preferred Stock in accordance with the Certificate of Designation, Preferences and Rights of Series A Preferred Stock or otherwise, (2) upon the conversion of the Non-Voting Common Stock in accordance with the Certificate of Formation as amended by the Non-Voting Common Stock Certificate of Amendment or otherwise, or (3) upon the exercise of this the Warrants pursuant to the Warrant without breaching the Company’s obligations under the rules or regulations Agreements) would exceed 19.9% of the Principal Market total outstanding shares of Common Stock of EXHIBIT B-6 the Corporation, or more than 19.9% of the total voting power of the Corporation’s securities, in each case immediately preceding the issuance of the Series A Preferred Stock and Warrants pursuant to the Investment Agreement and the Warrant Agreements (the number of shares which may be issued without violating such limitation, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company (A) Corporation obtains the approval of its shareholders as required by the applicable rules of the Principal Trading Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that amount. Until such approval is not requiredobtained, which opinion shall be reasonably satisfactory to the holders of the Warrant representing at least a majority Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock and Warrants (collectively, the “Existing Buyers” and each, individually, an “Existing Buyer”) shall not be permitted to convert Series A Preferred Stock, Series B Preferred Stock or Non-Voting Common Stock or exercise Warrants with respect to more than such Existing Buyer’s pro rata amount of such Exchange Cap (such amount, with respect to each Existing Buyer, its “Exchange Cap Allocation Amount”) determined based upon such Existing Buyer’s percentage ownership of the shares sum of Common Stock underlying the Warrants then outstanding issued under the Securities Purchase Agreement. Until such approval or written opinion is obtained, no Purchaser shall be issued, upon exercise of any Warrants, shares of Common Stock in an amount greater than the product of the Exchange Cap multiplied by a fraction, the numerator of which is the total number of shares of Common Stock issued to such Purchaser pursuant to the Securities Purchase Agreement on the Issuance Date and the denominator of which is (1) the aggregate number of shares of Common Stock issued to issuable upon the Purchasers pursuant to conversion of all shares of Series A Preferred Stock, Series B Preferred Stock and/or Non-Voting Common Stock, plus (2) the Securities Purchase Agreement on aggregate number of shares of Common Stock issuable upon exercise of the Issuance Date (with respect to each Purchaser, the “Exchange Cap Allocation”“)Warrants. In the event that any Purchaser such Existing Buyer shall sell or otherwise transfer any of such PurchaserExisting Buyer’s shares of Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock or Warrants, the transferee shall be allocated a pro rata portion of such PurchaserExisting Buyer’s Exchange Cap AllocationAllocation Amount with respect to such portion of such Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock and Warrants so transferred, and the restrictions of the prior sentence shall apply to such transferee with respect to the portion of the Exchange Cap Allocation Amount so allocated to such transferee. In the event that any holder of Warrants shall Upon conversion and exercise all in full of such holderExisting Buyer’s Warrants into a number of shares of Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock whichand Warrants, in the aggregate, is less than such holder’s Exchange Cap Allocation, then the difference (if any) between such holderExisting Buyer’s Exchange Cap Allocation Amount and the number of shares of Common Stock actually issued to such holder Existing Buyer upon such Existing Buyer’s conversion in full of such Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock and Warrants shall be allocated to the respective Exchange Cap Allocations Allocation Amounts of the remaining holders Existing Buyers of Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock and Warrants on a pro rata basis in proportion to the shares of Common Stock underlying the Warrants then held by each such holder. In the event that the Company is prohibited from issuing any Warrant Shares for which an Exercise Notice has been received as a result of the operation of this Section 1(f), the Company shall pay cash in exchange for cancellation relative Exchange Cap Allocation Amounts of such Warrant Shares, at a price per Warrant Share equal to the difference between the closing sale price and the Exercise Price as of the date of the attempted exerciseExisting Buyers.