Common use of Automatic Exercise Clause in Contracts

Automatic Exercise. Notwithstanding anything in this Agreement to the contrary, but subject to applicable law, if and only if, at 4:15 p.m. ET on the applicable Option Expiration Date, (i) the product of (A) the closing sale price of one share of Common Stock on the principal stock exchange on which the Common Stock is then listed (or, if there are no sales of Common Stock on the Option Expiration Date, on the next preceding trading day during which a sale of Common Stock occurred), multiplied by (B) the number of shares of Common Stock subject to the exercisable portion of the Option, exceeds the product of (X) the Exercise Price, multiplied by (Y) the number of shares of Common Stock subject to the exercisable portion of the Option, by at least $500; (ii) to the extent the Option is exercisable and the Optionee has not yet exercised the Option; and (iii) to the extent the Option has not otherwise expired, terminated, or been cancelled or forfeited, then the Company will deem such remaining exercisable portion of the Option to have been exercised by the Optionee on the Option Expiration Date (and prior to the Option’s termination) at such time (“Automatic Exercise”). Further to such Automatic Exercise, payment of the aggregate Exercise Price for such Automatic Exercise and any applicable withholding taxes in connection with such Automatic Exercise will be deemed to have been made by the Company withholding a number of shares of Common Stock otherwise issuable in connection with such Automatic Exercise that are equal in value to the amount necessary to satisfy such aggregate Exercise Price payment and applicable Withholding Taxes. To clarify, upon Automatic Exercise, the Company will deliver to the Optionee the number of whole shares of Common Stock resulting from such Automatic Exercise less a number of shares of Common Stock equal in value to (x) the aggregate Exercise Price plus (y) any applicable Withholding Taxes; provided, however, that any fractional share otherwise deliverable to the Optionee will be cancelled for no consideration.

Automatic Exercise. Notwithstanding anything in this Agreement Anything herein to the contrarycontrary notwithstanding, but subject to applicable law, if and only if, at 4:15 p.m. ET on this Warrant shall be callable by the applicable Option Expiration Date, Company as follows: (i) 50% of this Warrant shall be callable, in whole or in part, by the product of Company on any date if (A) the closing sale price of one the Warrant Stock, as listed on any securities exchange or as quoted in the NASDAQ System, each day over a thirty consecutive day period ending on such date is more than $2.00 per share of Common Stock (as appropriately and proportionately adjusted to reflect any event referred to in Section 4.1) and (B) on such date all of the principal stock "Registrable Securities" or such other definition of securities entitled to registration rights pursuant to the Investors' Rights Agreement dated as of December 22, 2000 (the Investors' Rights Agreement"), by and among the Company, the Holder and certain other Investors shall be fully registered and saleable as provided therein; and (ii) if the foregoing call has been fully exercised by the Company, the remaining 50% of this Warrant shall be callable, in whole or in part, by the Company on any date if (A) the closing price of the Warrant Stock, as listed on any securities exchange or as quoted in the NASDAQ System, each day over a thirty consecutive day period ending on which the Common Stock such date is then listed (or, if there are no sales more than $3.00 per share of Common Stock on the Option Expiration Date, on the next preceding trading day during which a sale of Common Stock occurred), multiplied by (as appropriately and proportionately adjusted to reflect any event referred to in Section 4.1) and (B) on such date all of the number "Registrable Securities" or such other definition of shares securities entitled to registration rights pursuant to the Investors Rights Agreement shall be fully registered and saleable as provided therein. Notwithstanding the foregoing, this Warrant shall not be callable under either of Common Stock the foregoing call provisions on any date that a sale by any Investors would be subject to the exercisable portion "short-swing" profit rules under Section 16 of the OptionSecurities Exchange Act of 1934, exceeds as amended. The Company may exercise either of the product of (X) the Exercise Price, multiplied foregoing call provisions by (Y) the number of shares of Common Stock subject giving written notice to the exercisable portion Holder of such exercise, specifying the affected portion(s) of this Warrant and accompanied by evidence of the Option, by at least $500; (ii) events giving rise to the extent call. The Holder shall have thirty days after receipt of such notice to exercise the Option is affected portion(s) of this Warrant. In the event the Holder does not so exercise the affected portion(s) of this Warrant within such thirty day period, such affected portion(s) of this Warrant shall cease to be exercisable and at the Optionee has not yet exercised the Option; and (iii) to the extent the Option has not otherwise expired, terminated, or been cancelled or forfeited, then the Company will deem end of such remaining exercisable portion of the Option to have been exercised by the Optionee on the Option Expiration Date (and prior to the Option’s termination) at such time (“Automatic Exercise”). Further to such Automatic Exercise, payment of the aggregate Exercise Price for such Automatic Exercise and any applicable withholding taxes in connection with such Automatic Exercise will be deemed to have been made by the Company withholding a number of shares of Common Stock otherwise issuable in connection with such Automatic Exercise that are equal in value to the amount necessary to satisfy such aggregate Exercise Price payment and applicable Withholding Taxes. To clarify, upon Automatic Exercise, the Company will deliver to the Optionee the number of whole shares of Common Stock resulting from such Automatic Exercise less a number of shares of Common Stock equal in value to (x) the aggregate Exercise Price plus (y) any applicable Withholding Taxes; provided, however, that any fractional share otherwise deliverable to the Optionee will be cancelled for no considerationthirty day period.

Automatic Exercise. Notwithstanding anything Provided that the shares of Common Stock issuable upon exercise of this Warrant are freely-tradable by the Holder without volume restrictions or an effective registration statement for the underlying Common Stock is on file with the Securities and Exchange Commission, on the date that the Current Market Price equals or exceeds 2.5 times the then-applicable Exercise Price (as may be adjusted pursuant to Section 5 hereof) for a period of sixty (60) consecutive Trading Days (the “Automatic Exercise Date”), the purchase rights represented by this Warrant shall, automatically and without any action on the part of the holder thereof, be exercised in accordance with Section 1.2 hereof; provided, however, that, in the formula for such exercise pursuant to this Agreement Section 1.3, “A” shall be equal to the contrary, but subject to applicable law, if and only if, at 4:15 p.m. ET on the applicable Option Expiration Date, (i) the product of (A) the closing sale price Current Market Price of one share of Common Stock on the principal stock exchange on which the Common Stock is then listed (or, if there are no sales of Common Stock on the Option Expiration Date, on the next preceding trading day during which a sale of Common Stock occurred), multiplied by (B) the number of shares of Common Stock subject to the exercisable portion of the Option, exceeds the product of (X) the Exercise Price, multiplied by (Y) the number of shares of Common Stock subject to the exercisable portion of the Option, by at least $500; (ii) to the extent the Option is exercisable and the Optionee has not yet exercised the Option; and (iii) to the extent the Option has not otherwise expired, terminated, or been cancelled or forfeited, then the Company will deem such remaining exercisable portion of the Option to have been exercised by the Optionee on the Option Expiration Date (and prior to the Option’s termination) at such time (“Automatic Exercise”). Further to such Automatic Exercise, payment of the aggregate Exercise Price for such Automatic Exercise and Date. On any applicable withholding taxes in connection with such Automatic Exercise will be deemed to have been made by the Company withholding a number of shares of Common Stock otherwise issuable in connection with such Automatic Exercise that are equal in value to the amount necessary to satisfy such aggregate Exercise Price payment and applicable Withholding Taxes. To clarify, upon Automatic ExerciseDate, the Company will deliver notify the Holder of the automatic exercise of this Warrant hereunder at the address set forth in this Warrant, whereupon, this Warrant shall be exercised automatically without any further action by the Holder hereof and whether or not this Warrant is surrendered to the Optionee the number of whole shares of Common Stock resulting from such Automatic Exercise less a number of shares of Common Stock equal in value to (x) the aggregate Exercise Price plus (y) any applicable Withholding TaxesCompany or its warrant agent; provided, however, that any fractional share otherwise deliverable the Company shall not be obligated to issue the shares of Common Stock issuable upon exercise of this Warrant unless this Warrant is either delivered to the Optionee will be cancelled for no considerationCompany or the Holder notifies the Company that this Warrant has been lost, stolen or destroyed, and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection therewith. Upon the exercise of this Warrant pursuant to this Section 1.3, the holder of this Warrant shall surrender this Warrant to the Company and the Company shall cause its transfer agent to deliver the shares of Common Stock issuable upon such exercise.

Automatic Exercise. Notwithstanding anything in this Agreement to the contrary, but subject to applicable law, if and only if, at 4:15 p.m. ET on the applicable Option Expiration Date, (i) the product of (A) the closing sale price of one share of Common Stock on the principal stock exchange on which the Common Stock is then listed (or, if there are no sales of Common Stock on the Option Expiration Date, on the next preceding trading day during which a sale of Common Stock occurred), multiplied by (B) the number of shares of Common Stock subject to the exercisable portion of the Option, exceeds the product of (X) the Exercise Price, multiplied by (Y) the number of shares of Common Stock subject to the exercisable portion of the Option, by at least $500; (ii) to the extent the Option is exercisable and the Optionee has not yet exercised the Option; and (iii) to the extent the Option has not otherwise expired, terminated, or been cancelled or forfeited, then the Company will deem such remaining exercisable portion of the Option to have been exercised by the Optionee on the Option Expiration Date (and prior to the Option’s termination) at such time (“Automatic Exercise”). Further to such Automatic Exercise, payment of the aggregate Exercise Price for such Automatic Exercise and any applicable withholding taxes in connection with such Automatic Exercise will be deemed to have been made by the Company withholding a number of shares of Common Stock otherwise issuable in connection with such Automatic Exercise that are equal in value to the amount necessary to satisfy such aggregate Exercise Price payment and applicable Withholding Taxesminimum required withholding taxes. To clarify, upon Automatic Exercise, the Company will deliver to the Optionee the number of whole shares of Common Stock resulting from such Automatic Exercise less a number of shares of Common Stock equal in value to (x) the aggregate Exercise Price plus (y) any applicable Withholding Taxesminimum required withholding taxes; provided, however, that any fractional share otherwise deliverable to the Optionee will be cancelled for no consideration.

Automatic Exercise. Notwithstanding anything in this Agreement Anything herein to the contrarycontrary notwithstanding, but subject to applicable law, if and only if, at 4:15 p.m. ET on this Warrant shall be callable by the applicable Option Expiration Date, Company as follows: (i) 50% of this Warrant shall be callable, in whole or in part, by the product of Company on any date if (A) the closing sale price of one the Warrant Stock, as listed on any securities exchange or as quoted in the NASDAQ System, each day over a thirty consecutive day period ending on such date is more than $2.00 per share of Common Stock (as appropriately and proportionately adjusted to reflect any event referred to in Section 4.1) and (B) on such date all of the principal stock "Registrable Securities" or such other definition of securities entitled to registration rights pursuant to the Investors' Rights Agreement shall be fully registered and saleable as provided therein; and (ii) if the foregoing call has been fully exercised by the Company, the remaining 50% of this Warrant shall be callable, in whole or in part, by the Company on any date if (A) the closing price of the Warrant Stock, as listed on any securities exchange or as quoted in the NASDAQ System, each day over a thirty consecutive day period ending on which the Common Stock such date is then listed (or, if there are no sales more than $3.00 per share of Common Stock on the Option Expiration Date, on the next preceding trading day during which a sale of Common Stock occurred), multiplied by (as appropriately and proportionately adjusted to reflect any event referred to in Section 4.1) and (B) on such date all of the number "Registrable Securities" or such other definition of shares securities entitled to registration rights pursuant to the Investors Rights Agreement shall be fully registered and saleable as provided therein. Notwithstanding the foregoing, this Warrant shall not be callable under either of Common Stock the foregoing call provisions on any date that a sale by any Investors would be subject to the exercisable portion "short-swing" profit rules under Section 16 of the OptionSecurities Exchange Act of 1934, exceeds as amended. The Company may exercise either of the product of (X) the Exercise Price, multiplied foregoing call provisions by (Y) the number of shares of Common Stock subject giving written notice to the exercisable portion Holder of such exercise, specifying the affected portion(s) of this Warrant and accompanied by evidence of the Option, by at least $500; (ii) events giving rise to the extent call. The Holder shall have thirty days after receipt of such notice to exercise the Option is affected portion(s) of this Warrant. In the event the Holder does not so exercise the affected portion(s) of this Warrant within such thirty day period, such affected portion(s) of this Warrant shall cease to be exercisable and at the Optionee has not yet exercised the Option; and (iii) to the extent the Option has not otherwise expired, terminated, or been cancelled or forfeited, then the Company will deem end of such remaining exercisable portion of the Option to have been exercised by the Optionee on the Option Expiration Date (and prior to the Option’s termination) at such time (“Automatic Exercise”). Further to such Automatic Exercise, payment of the aggregate Exercise Price for such Automatic Exercise and any applicable withholding taxes in connection with such Automatic Exercise will be deemed to have been made by the Company withholding a number of shares of Common Stock otherwise issuable in connection with such Automatic Exercise that are equal in value to the amount necessary to satisfy such aggregate Exercise Price payment and applicable Withholding Taxes. To clarify, upon Automatic Exercise, the Company will deliver to the Optionee the number of whole shares of Common Stock resulting from such Automatic Exercise less a number of shares of Common Stock equal in value to (x) the aggregate Exercise Price plus (y) any applicable Withholding Taxes; provided, however, that any fractional share otherwise deliverable to the Optionee will be cancelled for no considerationthirty day period.

Automatic Exercise. Notwithstanding anything On the twenty-fifth (25th) Trading Day after the Adjustment Time (as defined in this Agreement to the contrarySeries B Warrants) (the “Series C Trigger Date”), but subject to applicable law, if and only if, at 4:15 p.m. ET on the applicable Option Expiration Date, so long as (i) the product average daily dollar trading volume (as reported on Bloomberg) of (A) the closing sale price of one share of Common Stock on the principal stock exchange on which applicable Trading Market for each Trading Day during the Common Stock is then listed “twenty (or, if there are no sales of Common Stock on the Option Expiration Date, on the next preceding trading day during which a sale of Common Stock occurred20), multiplied by (B) the number of shares of Common Stock subject ” consecutive Trading Days immediately prior to the exercisable portion of the Option, Series C Trigger Date exceeds the product of (X) the Exercise Price, multiplied by (Y) the number of shares of Common Stock subject to the exercisable portion of the Option, by at least $500; 250,000 per day and (ii) to no Equity Conditions Failure shall exist (or if such conditions shall have been waived in writing by the extent the Option is exercisable and the Optionee has not yet exercised the Option; and (iii) to the extent the Option has not otherwise expired, terminated, or been cancelled or forfeitedHolder), then the Company will deem such remaining exercisable portion Holder shall be deemed to have exercised all, but not less than all, of this Warrant for all of the Option to have been exercised by the Optionee on the Option Expiration Date then-remaining Warrant Shares issuable hereunder (and Series D Warrants solely as necessary to prevent such aggregate number of Warrant Shares to exceed the Beneficial Ownership Limitation) in accordance with Section 2(d) hereof) (subject to reduction, at the election of the Holder made in writing to the Company on or prior to the Option’s terminationAutomatic Exercise Date (the “Automatic Exercise Reduction Notice”), if less than all of the then-remaining Warrant Shares issuable hereunder are available to be issued to, or resold by, as applicable, the Holder pursuant to one or more effective Registration Statements (a “Registration Failure”), to such aggregate number of Warrant Shares (and/or Series D Warrants, as applicable) at as elected by the Holder in the Automatic Exercise Reduction Notice, but in no event less than all of the aggregate number of Warrant Shares (and/or Series D Warrants, as applicable) then available to be issued to, or resold by, as applicable, the Holder pursuant to such time effective Registration Statement(s) (the “Available Unrestricted Securities”) (such exercise, the “Automatic Exercise”). Further to such Automatic Exercise, payment effective as of the aggregate Exercise Price for second (2nd) Trading Day after the Series C Trigger Date, with (x) such Warrant Shares (and Series D Warrant, if applicable) required to be delivered on the fifth (5th) Trading Day after the Series C Trigger Date (the “Automatic Exercise Date”) and any applicable withholding taxes in connection with such Automatic Exercise will be deemed to have been made by the Company withholding a number of shares of Common Stock otherwise issuable in connection with such Automatic Exercise that are equal in value to the amount necessary to satisfy such aggregate Exercise Price payment and applicable Withholding Taxes. To clarify, upon Automatic Exercise, the Company will deliver to the Optionee the number of whole shares of Common Stock resulting from such Automatic Exercise less a number of shares of Common Stock equal in value to (xy) the aggregate Exercise Price plus with respect to the Automatic Exercise to be paid by the Holder to the Company on the Automatic Exercise Date. On the third (y3rd) any Trading Day immediately prior to the Series C Trigger Date, the Company shall deliver to the Holder a written notice containing a certification from the Chief Executive Officer of the Company specifying: (i) that the Shareholder Approval has been obtained, (ii) whether or not there has been an Equity Conditions Failure, (iii) such aggregate number of Warrant Shares (or Series D Warrants solely as necessary to prevent such aggregate number of Warrant Shares to exceed the Beneficial Ownership Limitation) proposed to be issued in the Automatic Exercise (collectively, the “Automatic Exercise Warrant Shares”), (iv) such aggregate number of Warrant Shares available to be issued to, or resold by, as applicable, the Holder pursuant to the applicable Withholding Taxes; provided, howeverRegistration Statement(s) and (v) solely if an Equity Conditions Failure then exists, that any fractional share otherwise deliverable unless the Holder waives such Equity Conditions Failure, no Automatic Exercise hereunder shall occur. On the Automatic Exercise Date (after giving effect to the Optionee will Adjustment), the Company shall deliver to the Holder such aggregate number of Automatic Exercise Warrant Shares (or Series D Warrants solely as necessary to prevent such aggregate number of Automatic Exercise Warrant Shares to exceed the Beneficial Ownership Limitation) then issuable upon exercise of this Warrant. The mechanics of exercise set forth in Section 2(d) shall apply, to the extent applicable, with respect to the delivery of the Automatic Exercise Warrant Shares as if the Company had received from the Holder on the third (3rd) Trading Day prior to the Automatic Exercise Date, an Exercise Notice with respect to all of the then-remaining Warrant Shares. Notwithstanding anything contained in this Section 2(f) to the contrary, if (I) the average daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the applicable Trading Market on any Trading Day during the period commencing on the Series C Trigger Date and ending on the Trading Day immediately preceding the Automatic Exercise Date is less than $250,000; or (II) an Equity Conditions Failure occurs on any day during the period commencing on the Series C Trigger Date and ending on the Automatic Exercise Date which has not been waived in writing by the Holder (each, an “Automatic Exercise Conditions Failure”), then, at the option of the Holder designated in writing to the Company, either (i) the Automatic Exercise shall not occur and the aggregate number of Warrant Shares then issuable hereunder shall, until the Termination Date, be cancelled for exercisable hereunder as if no considerationAutomatic Exercise had occurred, ab initio, pursuant to this Section 2(f) or (ii) the Holder shall waive such Automatic Exercise Conditions Failure and, with respect to any Registration Failure, specifying such aggregate number of Automatic Exercise Warrant Shares (including such aggregate number of Available Unrestricted Securities) to be exercised by the Holder in the Automatic Exercise. For the avoidance of doubt, if a Registration Failure exists and the Holder elects to exercise this Warrant into a number of Warrant Shares (or Series D Warrants, as applicable) in excess of the aggregate number of Available Unrestricted Securities, such excess Warrant Shares (or Series D Warrants, as applicable) shall be issued with a restricted legend pursuant to the rules and regulations of the Securities Act.

Automatic Exercise. Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date, in respect of which a “Notice of Conversion” (as such term is defined in the Indenture) that is effective as to Counterparty has been delivered by the relevant converting “Holder” (as such term is defined in the Indenture), a number of Options equal to [(i)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [, minus (ii) the number of Options that are or are deemed to be automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated [______], 2024 between Dealer and Counterparty (the “Base Call Option Confirmation”) (and for the purposes of determining whether any Options under this Confirmation or under the Base Call Option Confirmation will be automatically exercised hereunder or under the Base Call Option Confirmation, the Convertible Notes subject to conversion shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated),]11 shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repayment Options After Free Convertibility Date: Notwithstanding anything herein or in this Agreement Section 3.4 of the Equity Definitions to the contrary, but subject unless Counterparty notifies Dealer in writing prior to applicable law, if and only if, at 4:15 5:00 p.m. ET (New York City time) on the applicable Option Scheduled Valid Day immediately preceding the Expiration Date, Date that it does not wish Automatic Exercise to occur with respect to any Remaining Repayment Options (i) the product of (A) the closing sale price of one share of Common Stock on the principal stock exchange on which the Common Stock is then listed (or, if there are no sales of Common Stock on the Option Expiration Date, on the next preceding trading day during which a sale of Common Stock occurredas defined below), multiplied by (B) the number of shares of Common Stock subject to the exercisable portion of the Option, exceeds the product of (X) the Exercise Price, multiplied by (Y) the number of shares of Common Stock subject to the exercisable portion of the Option, by at least $500; (ii) to the extent the Option is exercisable and the Optionee has not yet exercised the Option; and (iii) to the extent the Option has not otherwise expired, terminated, or been cancelled or forfeited, then the Company will deem such remaining exercisable portion of the Option to have been exercised by the Optionee on the Option Expiration Date (and prior to the Option’s termination) at such time (“Automatic Exercise”). Further to such Automatic Exercise, payment of the aggregate Exercise Price for such Automatic Exercise and any applicable withholding taxes in connection with such Automatic Exercise will be deemed to have been made by the Company withholding a number of shares of Common Stock otherwise issuable in connection with such Automatic Exercise that are Options equal in value to the amount necessary to satisfy such aggregate Exercise Price payment and applicable Withholding Taxes. To clarify, upon Automatic Exercise, lesser of (a) the Company will deliver Number of Options (after giving effect to the Optionee provisions opposite the number of whole shares of Common Stock resulting from such Automatic Exercise less a number of shares of Common Stock equal in value to (x) the aggregate Exercise Price plus (y) any applicable Withholding Taxes; provided, however, that any fractional share otherwise deliverable to the Optionee will be cancelled caption 11 Include for no considerationAdditional Call Option Confirmation only.

Automatic Exercise. Notwithstanding anything in To the extent this Agreement Warrant is not previously exercised as to all of the contraryWarrant Shares issuable hereunder, but subject to applicable law, and if and only if, at 4:15 p.m. ET on the applicable Option Expiration Date, (i) the product of (A) the closing sale price Fair Market Value of one share of Common Stock on the principal stock exchange on which the Common Stock Warrant Share (at such measurement date) is then listed (or, if there are no sales of Common Stock on the Option Expiration Date, on the next preceding trading day during which a sale of Common Stock occurred), multiplied by (B) the number of shares of Common Stock subject to the exercisable portion of the Option, exceeds the product of (X) greater than the Exercise Price, multiplied by this Warrant shall be deemed automatically exercised pursuant to a net issuance exercise under Section 1.2 (Yeven if not surrendered) immediately before its expiration. For purposes of this Section 9.6, the Fair Market Value of one Warrant Share shall be determined pursuant to Section 1.2. To the extent this Warrant or any portion thereof shall be automatically exercised pursuant to this Section 9.6, the Company shall notify the Holder in writing, at least 5 business days prior to the expiration of this Warrant, of the number of shares Warrant Shares, if any, the Holder is to receive by reason of Common Stock subject such automatic exercise, and notwithstanding anything to the exercisable portion of contrary herein, the Option, by at least $500; (ii) Company shall have no obligation to issue any Warrant Shares to the extent Holder pursuant to such automatic exercise unless and until the Option is exercisable Holder executes and the Optionee has not yet exercised the Option; and (iii) delivers to the extent the Option has not otherwise expired, terminated, or been cancelled or forfeited, then the Company will deem such remaining exercisable portion of the Option to documents as would have been exercised required to be executed by the Optionee on the Option Expiration Date (and prior to the Option’s termination) at such time (“Automatic Exercise”). Further to such Automatic Exercise, payment of the aggregate Exercise Price for such Automatic Exercise and any applicable withholding taxes Holder in connection with such Automatic Exercise will be deemed the exercise of this Warrant pursuant to have been made Section 1.1 or 1.2. Upon the issuance by the Company withholding a number of shares of Common Stock otherwise issuable in connection with such Automatic Exercise that are equal in value to the amount necessary Holder of such Warrant Shares as the Holder is entitled to satisfy such aggregate Exercise Price payment receive by reason of an automatic exercise pursuant to this Section 9.6 (or otherwise upon full exercise of this Warrant pursuant to Section 1.1 or Section 1.2 and applicable Withholding Taxes. To clarify, upon Automatic Exercise, the issuance by the Company will deliver to the Optionee Holder of all such Warrant Shares as the number Holder is entitled to receive by reason of whole shares such full exercise), this Warrant (other than the provisions of Common Stock resulting from such Automatic Exercise less a number Sections 3.8 and 5.4) shall be deemed cancelled and terminated with no further action on the part of shares of Common Stock equal in value to (x) the aggregate Exercise Price plus (y) any applicable Withholding Taxes; provided, however, that any fractional share otherwise deliverable to Company or the Optionee will be cancelled for no considerationHolder.

Automatic Exercise. Notwithstanding anything in this Agreement In the event of, at any time during the Exercise Period, any capital reorganization, reclassification of the equity securities of the Company, consolidation or merger of the Company with or into another company or issuance of securities of the Company, if the holders of the voting securities of the Company that are outstanding immediately prior to the contraryconsummation of such transaction do not, but subject immediately after the consummation of such transaction, hold voting securities that collectively possess at least a majority of the voting power of all the outstanding securities of the surviving entity of such transaction or such surviving entity’s parent entity, or the sale or other disposition of all or substantially all the properties and assets of the Company in its entirety to applicable lawany other person (“Change of Control”), if the Company shall provide to the Holder at least five (5) business days advance written notice of such Change of Control. If the Holder has not exercised this Warrant in full prior to, and only if, at 4:15 p.m. ET on the applicable Option Expiration Datefair market value of one Exercise Share (as defined in Section 2.1) is greater than the Exercise Price as of, (ia) the product of (A) the closing sale price of one share of Common Stock on the principal stock exchange on which the Common Stock is then listed (or, if there are no sales of Common Stock on the Option Expiration Date, on the next preceding trading last day during which a sale of Common Stock occurred), multiplied by (B) the number of shares of Common Stock subject to the exercisable portion of the Option, exceeds the product of (X) the Exercise Price, multiplied by (Y) the number of shares of Common Stock subject to the exercisable portion of the Option, by at least $500; (ii) to the extent the Option is exercisable and the Optionee has not yet exercised the Option; and (iii) to the extent the Option has not otherwise expired, terminated, or been cancelled or forfeitedPeriod, then this Warrant shall (unless the Company will deem Holder elects otherwise) automatically be deemed to be exercised pursuant to Section 2.1 (Net Exercise) as of immediately prior to such remaining exercisable portion of the Option date as to all Exercise Shares for which it shall not previously have been exercised by or (b) the Optionee on the Option Expiration Date consummation of a Change of Control in which all shares of Series X Preferred Stock are redeemed, then this Warrant shall, effective immediately prior to (and prior to contingent upon the Option’s terminationconsummation of) at such time (“Automatic Exercise”). Further to such Automatic ExerciseChange of Control, payment of the aggregate Exercise Price for such Automatic Exercise and any applicable withholding taxes in connection with such Automatic Exercise will automatically be deemed on and as of such date to be exercised pursuant to Section 2.1 (Net Exercise) as to all vested Exercise Shares for which it shall not previously have been made by the Company withholding a number of shares of Common Stock otherwise issuable in connection with such Automatic exercised and all unvested Exercise that are equal in value to the amount necessary to satisfy such aggregate Exercise Price payment and applicable Withholding Taxes. To clarify, upon Automatic Exercise, the Company will deliver to the Optionee the number of whole shares of Common Stock resulting from such Automatic Exercise less a number of shares of Common Stock equal in value to (x) the aggregate Exercise Price plus (y) any applicable Withholding Taxes; provided, however, that any fractional share otherwise deliverable to the Optionee will Shares shall be cancelled for no considerationconsideration (subject to the Minimum Exercise Amount). In connection with a Change of Control in which less than all of the shares of Series X Preferred Stock are redeemed, appropriate adjustment (as determined by the Company’s Board of Directors acting reasonably and in good faith) shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of Holder to the end that the provisions set forth herein (including provisions with respect to changes in and other adjustments of the number of Exercise Shares that Holder is entitled to purchase) shall thereafter be applicable, as nearly as possible, in relation to any shares of common stock or other securities or other property thereafter deliverable upon the exercise of this Warrant following such Change of Control.