Common use of Cashless Exercise Clause in Contracts

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to If at the contrary, if a time of exercise hereof there is no effective registration statement covering registering, or the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for the issuance or resaleof the Warrant Shares to the Holder, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise then this Warrant may also be exercised, in whole or in part andpart, at such time by means of a “cashless exercise” in lieu which the Holder shall be entitled to receive a number of making the cash payment otherwise contemplated to be made Warrant Shares equal to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula quotient obtained by dividing [(a “Cashless Exercise”): Net Number = (A x A-B) - (X)] by (A), where: A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= = as applicable: (i) the Closing Sale Price of the Common Stock VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is (1) both executed and delivered pursuant to Section 1(c2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c2(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock VWAP on the date of the applicable Notice of Exercise Notice if the date of such Notice of Exercise Notice is a Trading Day and such Notice of Exercise Notice is both executed and delivered pursuant to Section 1(c2(a) hereof after the close of “regular trading hours” on such Trading Day.;

Cashless Exercise. Notwithstanding anything contained herein to If at the contrary, if a time the Holder exercises this Warrant in accordance with the provisions of this Section 2 there is not an effective registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according issuable upon such exercise, then the Holder shall have the right to convert this Warrant (the "Conversion Right") into Warrant Shares as provided in this Section 2.4(d). Upon exercise of the Conversion Right with respect to Warrant Shares (the "Converted Warrant Shares"), the Company shall deliver to the Holder (without payment by the Holder of any exercise price or any cash or other consideration) that number of Warrant Shares computed using the following formula (a “Cashless Exercise”): Net Number formula: X = Y (A x - B) - A Where: X = the number of Warrant Shares to be delivered to the Holder; Y = the number of Converted Warrant Shares; A = the Current Market Price; and B = the Current Warrant Price (A x C) B For purposes as adjusted on the Conversion Date). No fractional shares shall be issuable upon exercise of the Conversion Right, and if the number of shares to be issued (determined in accordance with the foregoing formula: A= ) is other than a whole number, the Company shall pay to the Holder with respect to such fractional shares an amount in cash determined in accordance with Section 2.2. The Conversion Right may be exercised by the Holder by the surrender of the Warrant at the principal executive office of the Company together with a written statement specifying that the Holder thereby intends to exercise the Conversion Right and indicating the total number of shares with respect to which this under the Warrant that the Holder is then being exercisedexercising through the Conversion Right. B= as applicable: (i) Such conversion shall be effective upon receipt by the Closing Sale Price Company of the Common Stock Warrant together with the aforesaid written statement, or on such later date as is specified therein (the Trading Day immediately preceding "Conversion Date"). Certificates for the date shares issuable upon exercise of the applicable Exercise Notice if such Exercise Notice is (1) both executed and Conversion Right shall be delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under Holder promptly following the federal securities laws) on such Trading DayConversion Date and, (ii) if applicable, a new warrant evidencing the Bid Price balance of the Common Stock as of shares remaining subject to the time of Warrant shall also be delivered to the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale of At any time during the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant SharesTerm, the Holder may, in its sole discretionat the Holder’s option, exercise this Warrant exchange, in whole or in part andpart, the Warrants represented by such Holder’s Warrant Certificate which are exercisable for the purchase of Shares into the number of Shares determined in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula accordance with this Article 2.2 (a “Cashless ExerciseWarrant Exchange”): Net Number = (A x B) - (A x C) B For purposes ), by surrendering such Warrant Certificate at the principal office of the foregoing formula: A= Company or at the total office of its transfer agent, accompanied by a notice stating such Holder’s intent to effect such exchange, the number of shares Warrants to be so exchanged and the date on which the Holder requests that such Warrant Exchange occur (the “Notice of Exchange”). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company or at the office of its transfer agent, as applicable (the “Exchange Date”). Certificates for the Shares issuable upon such Warrant Exchange and, if applicable, a new Warrant Certificate of like tenor representing the Warrants which were subject to the surrendered Warrant Certificate and not included in the Warrant Exchange, shall be issued as of the Exchange Date and delivered to the Holder within ten (10) business days following the Exchange Date. In connection with respect any Warrant Exchange, the Holder shall be entitled to which this Warrant is then being exercised. B= as applicable: subscribe for and acquire (i) the Closing Sale Price number of Shares (rounded to the next highest integer) which would, but for such Warrant Exchange, then be issuable pursuant to the provisions of Article 2.1 above upon the exercise of the Common Stock on Warrants specified by the Trading Day immediately preceding Holder in its Notice of Exchange (the date of the applicable Exercise Notice if such Exercise Notice is (1“Total Share Number”) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, less (ii) the Bid number of Shares equal to the quotient obtained by dividing (a) the product of the Total Share Number and the existing Exercise Price per Share (as hereinafter defined) by (b) the Market Price (as hereinafter defined) of a Public Share on the trading day immediately preceding the Exchange Date. “Market Price” at any date shall be deemed to be the closing sale price or, in case no reported sales takes place on such day, the average of the closing sale prices for the last three consecutive trading days on which reported sales have taken place, in either case as officially reported by the principal securities exchange on which the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice is listed or admitted to trading or, if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock is not listed or admitted to trading on any national securities exchange, the closing bid price as reported by (i) Bloomberg Financial Markets (or any successor thereto) (“Bloomberg”) through the OTC Bulletin Board or successor trading market or (ii) if not listed on the date OTC Bulletin Board (or its successor market), the “pink sheets.” If the Common Stock is not listed or admitted to trading on any national securities exchange, and bid prices are not reported by Bloomberg through the OTC Bulletin Board or successor trading market, or the “pink sheets,” then the Market Price shall be determined in good faith by the mutual agreement of the applicable Exercise Notice if Board of Directors of the date Company and the Holder, where the Board of such Exercise Notice is a Trading Day Directors of the Company shall prepare and such Exercise Notice is both executed deliver to the Holder its proposed market price and delivered pursuant to Section 1(c) hereof after an analysis setting forth the close of “regular trading hours” on such Trading Daybasis for its determination.

Cashless Exercise. Notwithstanding anything contained any provisions herein to the contrary, contrary and commencing one (1) year following the Original Issue Date if (i) the Per Share Market Value of one share of Common Stock is greater than the Warrant Price (at the date of calculation as set forth below) and (ii) a registration statement covering under the issuance or Securities Act providing for the resale of the Warrant Shares that are Stock is not then in effect by the subject date such registration statement is required to be effective pursuant to the Registration Rights Agreement (as defined in the Purchase Agreement) or not effective at any time during the Effectiveness Period (as defined in the Registration Rights Agreement) in accordance with the terms of the Exercise Notice (Registration Rights Agreement, unless the “Exercise Notice Warrant Shares”) registration statement is not available for effective as a result of the issuance or resale, as applicable, Issuer exercising its rights under SECTION 3(N) of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part andRegistration Rights Agreement, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in exercising this Warrant by payment of cash, the Aggregate Exercise Price, elect instead to Holder may exercise this Warrant by a cashless exercise and shall receive upon such exercise the “Net Number” number of shares of Common Stock equal to an amount (as determined according below) by surrender of this Warrant at the principal office of the Issuer together with the properly endorsed Notice of Exercise in which event the Issuer shall issue to the following formula (Holder a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect of Common Stock computed using the following formula: X = Y - (A)(Y) ------ B Where X = the number of shares of Common Stock to which this be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is then being exercised. B= as applicable: (i) , the Closing Sale Price portion of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after the close of “regular trading hours” on such Trading DayWarrant being exercised.

Cashless Exercise. Notwithstanding anything contained herein In addition to the contrary, if a registration statement covering the issuance or resale manner of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Sharesexercise described in Section 1.2, the Holder mayshall also have the right to convert, in its sole discretion, exercise this Warrant in whole or in part andpart, in lieu of making this Warrant (the cash payment otherwise contemplated to be made “Conversion Right”) at any time prior to the Company upon such exercise in payment expiration of the Aggregate Exercise Period, into shares of Common Stock in accordance with this Section 1.3. Upon exercise of the Conversion Right, INCA shall deliver to the Holder (without payment by the Holder of the Warrant Price, elect instead to receive upon such exercise the “Net Number” ) that number of shares of Common Stock determined according equal to the following formula quotient obtained by dividing (a “Cashless Exercise”): Net Number = (A x Bx) - (A x C) B For purposes the value of the foregoing formula: A= portion of this Warrant being converted at the time the Conversion Right is exercised (determined by subtracting the Warrant Price for the portion of this Warrant being converted (in effect immediately prior to the exercise of the Conversion Right) from the amount obtained by multiplying the number of shares of Common Stock issuable upon the whole or partial exercise of this Warrant, as the case may be, by the Market Price immediately prior to the exercise of the Conversion Right) by (y) the Market Price of one share of Common Stock immediately prior to the exercise of the Conversion Right. The Conversion Right may be exercised by the Holder, at any time or from time to time, prior to the Expiration Date, on any business day by delivering a written notice (the “Conversion Notice”) to INCA at its offices, exercising the Conversion Right and specifying (i) the total number of shares with respect of Common Stock the Holder will purchase pursuant to which the conversion and (ii) a place and date not less than two (2) nor more than twenty (20) Business Days from the date of the Subscription Notice for the closing of such purchase. At any closing under this Warrant is then being exercised. B= as applicable: Section 1.3, (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed Holder will surrender this Warrant and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) INCA will deliver to the Bid Price Holder a certificate or certificates for the number of the shares of Common Stock as of issuable upon such conversion. If this Warrant shall have been converted only in part, INCA shall, at the time of delivery of said stock certificate or certificates, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the request of the Holder’s execution , appropriate notation may be made on this Warrant and the same returned to the Holder. INCA shall pay all expenses, taxes and other charges payable in connection with the preparation, issue and delivery of such stock certificates and new Warrants, except that, in case such stock certificates and/or new Warrants shall be registered in a name or names other than the name of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant Holder, funds sufficient to Section 1(c) hereof, or (iii) pay all stock transfer taxes that are payable upon the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date issuance of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after stock certificates or new Warrants shall be paid by the close Holder at the time of “regular trading hours” on such Trading Daydelivering the notice of exercise mentioned above.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “"Net Number” " of shares of Common Stock determined according to the following formula (a “"Cashless Exercise”"): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(d) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(d) hereof on a Trading Day prior to the opening of “"regular trading hours” " (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s 's execution of the applicable Exercise Notice if such Exercise Notice is executed during “"regular trading hours” " on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(d) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(d) hereof after the close of “"regular trading hours” " on such Trading Day. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. If Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, the Warrant Shares shall take on the registered characteristics of the portion of this Warrant being exercised, and the holding period of the portion of this Warrant being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 1(d).

Cashless Exercise. Notwithstanding anything contained herein Subject to the contraryprovisions hereof, if at any time or ----------------- from time to time prior to the Expiration Date, the Holder shall also have the right to exercise this Warrant or any portion thereof, without payment by the Holder of the Warrant Price in cash or any other consideration (other than the surrender of rights to receive Warrant Shares hereunder), as provided herein (a registration statement covering "CASHLESS EXERCISE"). Upon a Cashless Exercise with respect to a particular number of Warrant Shares (the issuance "EXCHANGED WARRANT SHARES"), the Company shall deliver to the Holder (without payment by the Holder of the Warrant Price in cash or resale any other consideration (other than the surrender of rights to receive Common Stock hereunder) that number of Warrant Shares computed using the following formula: X = Y (A - B) --------- A Where: X = the number of Warrant Shares to be delivered to the holder; Y = the number of Exchanged Warrant Shares; A = the Fair Market Value of the Warrant Shares as determined in accordance with Section 4. B = the Warrant Price (as adjusted through the Cashless Exercise Date) A Cashless Exercise may be effected by the Holder by the surrender of this Warrant as provided herein, together with a written statement specifying that the Holder thereby intends to effect a Cashless Exercise and indicating the number of Exchanged Warrant Shares which are covered by the subject Cashless Exercise. Such Cashless Exercise shall be effective upon receipt by the Company of this Warrant, together with the Exercise Notice aforesaid written statement, or on such later date as is specified therein (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, "CASHLESS EXERCISE DATE"). The Company shall issue to the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time Cashless Exercise Date a certificate for the Warrant Shares issuable upon the Cashless Exercise and, if applicable, a new warrant of like tenor evidencing the balance of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant Warrant Shares remaining subject to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after the close of “regular trading hours” on such Trading Daythis Warrant.

Cashless Exercise. Notwithstanding anything contained any provision herein to the contrary, and (i) the volume weighted average price of one share of Common Stock on the OTC Bulletin Board or such other securities exchange on which the Common Stock is then traded or included for quotation, for any ten (10) consecutive Trading Days is greater than the Warrant Price (at or prior to the date of calculation as set forth below) and (ii) commencing eighteen (18) months following the Original Issue Date if a registration statement covering under the issuance or Securities Act providing for the resale of the Warrant Shares that are Stock (A) has not been declared effective by the subject of Securities and Exchange Commission by the Exercise Notice date such registration statement is required to be effective pursuant to the Registration Rights Agreement (the “Exercise Notice Warrant Shares”as defined in Section 8), or (B) is not available for effective at the issuance or resaletime of exercise of this Warrant, unless the registration statement is not effective as applicable, a result of such Exercise Notice Warrant Shares, the Holder may, in Issuer exercising its sole discretion, exercise this Warrant in whole or in part andrights under Section 3(n) of the Registration Rights Agreement, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in exercising this Warrant by payment of cash, the Aggregate Exercise Price, elect instead to Holder may exercise this Warrant by a cashless exercise and shall receive upon such exercise the “Net Number” number of shares of Common Stock equal to an amount (as determined according below) by surrender of this Warrant at the principal office of the Issuer together with the properly endorsed Notice of Exercise in which event the Issuer shall issue to the following formula (Holder a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect of Common Stock computed using the following formula: X = Y - (A)(Y) B Where X = the number of shares of Common Stock to which this be issued to the Holder. Y = the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is then being exercised. B= as applicable: (i) , the Closing Sale Price portion of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after the close of “regular trading hours” on such Trading DayWarrant being exercised.

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 1(f) below), if at the time of exercise hereof a registration statement covering is not effective (or the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for use) for the issuance or resale, as applicable, by the Company to the Holder of such Exercise Notice all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= A = the total number of shares with respect to which this Warrant is then being exercised. B= B = as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Closing Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 2(3) below), if a registration statement covering at the issuance time of exercise hereof the Registration Statement (as defined in the Securities Purchase Agreement) is not effective (or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for use) for the issuance or resale, as applicable, by the Company to the Holder of such Exercise Notice all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = [(A x B) - (A x C) )] / B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c2(a) hereof, ; or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c2(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement (which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the Weighted Average Price on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 1(f) below), if a registration statement covering at the issuance time of exercise hereof the Registration Statement (as defined in the Securities Purchase Agreement) is not effective (or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for use) for the issuance or resale, as applicable, by the Company to the Holder of such Exercise Notice all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale In lieu of the Warrant Shares that are the subject payment of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, Price as applicable, of such Exercise Notice Warrant Sharesprovided above, the Holder maymay elect a cashless net exercise. In the case of such cashless net exercise, in its sole discretion, exercise the Holder shall surrender this Warrant for cancellation and receive in whole exchange therefor the full number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (or in part and, in lieu of making Other Securities) as is computed using the cash payment otherwise contemplated to be made to following formula: X = Y * (A - B) ----------- A where: X = the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” number of shares of Common Stock determined according (or Other Securities) to be issued to the following formula (a “Cashless Exercise”): Net Number Holder upon cashless exercise of this Warrant Y = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which Common Stock (or Other Securities) covered by this Warrant which the Holder has surrendered at such time for cashless exercise (including both shares to be issued to the Holder upon cashless exercise of this Warrant and shares to be cancelled as payment therefor) A = the Current Market Value as of the business day on which the Holder surrenders this Warrant to the Company B = the Exercise Price then in effect under this Warrant at the time at which the Holder surrenders this Warrant to the Company For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), it is then being exercised. B= as applicable: (i) the Closing Sale Price of intended, understood and acknowledged that the Common Stock on (or Other Securities) issued in a cashless exercise transaction shall be deemed to have been acquired by the Trading Day immediately preceding Holder, and the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of holding period for the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2or Other Securities) hours thereafter pursuant shall be deemed to Section 1(c) hereofhave commenced, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after the close of “regular trading hours” on such Trading Daythis Warrant was originally issued.

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 1(f) below), if a registration statement covering at the issuance time of an exercise hereof an Equity Conditions Failure with respect to clauses (ii) or resale (iii) of the Warrant Shares that are the subject definition of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resaleEquity Conditions shall then exist, as applicable, of such Exercise Notice Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive make a cashless exercise (each a “Cashless Exercise” ) under this paragraph (d). A Cashless Exercise under this paragraph (d) may be made, at the election of the Holder from time to time and irrespective of any other election to make a Cashless Exercise, so that upon such exercise Holder shall receive the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): formula: Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= A = the total number of shares with respect to which this Warrant is then being exercised. B= B = as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, Day or (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close opening of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to (i) At any time during the contrary, if a registration statement covering Exercise Period when the issuance or resale of the Warrant Shares that are by the subject Registered Holder is not registered pursuant to an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of the Exercise Notice 1933, as amended (the “Exercise Notice Warrant SharesSecurities Act”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares), the Registered Holder may, in at its sole discretionoption, elect to exercise this Warrant Warrant, in whole or in part andpart, in lieu on a cashless basis, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by or on behalf of making the cash payment otherwise contemplated to be made to Registered Holder, at the principal office of the Company, or at such other office or agency as the Company upon such exercise may designate, by canceling a portion of this Warrant in payment of the Aggregate Exercise Price, elect instead to receive Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. In the event of an exercise pursuant to this subsection 1(b), the “Net Number” number of shares of Common Stock Warrant Shares issued to the Registered Holder shall be determined according to the following formula (a “Cashless Exercise”): Net Number formula: X = (A x Y(A-B) - (A x C) B For purposes of Where: X = the foregoing formula: A= the total number of shares with respect Warrant Shares that shall be issued to the Registered Holder; Y = the number of Warrant Shares for which this Warrant is then being exercised. B= as applicable: exercised (i) which shall include both the Closing Sale Price number of Warrant Shares issued to the Registered Holder and the number of Warrant Shares subject to the portion of the Common Stock on the Trading Day immediately preceding the date Warrant being cancelled in payment of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to Purchase Price); A = the opening of “regular trading hours” Fair Market Value (as defined in Rule 600(b)(64below) of Regulation NMS promulgated under one share of Common Stock; and B = the federal securities laws) on such Trading Day, (ii) the Bid Purchase Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after the close of “regular trading hours” on such Trading Daythen in effect.

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 1(f) below), if at the time of exercise hereof a registration statement covering is not effective (or the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for use) for the issuance or resale, as applicable, by the Company to the Holder of such Exercise Notice all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 1(f) below), if a registration statement covering if, at the issuance time of exercise hereof, the Registration Statement (as defined in the Securities Purchase Agreement) is not effective (or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for use) for the issuance or resale, as applicable, by the Company to the Holder of such Exercise Notice all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if and only if a registration statement covering the issuance resale of all or resale any portion of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, resale of such Exercise Notice Warrant Shares (such unregistered portion of the Warrant Shares, the “Unavailable Warrant Shares”), the Holder may, in its sole discretion, exercise this Warrant in whole or in part solely with respect to the Unavailable Warrant Shares (it being acknowledged, for the avoidance of doubt, that this Warrant may only be exercisable with respect to registered Warrant Shares pursuant to Section 2(a) hereof) and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise PricePrice for such Unavailable Warrant Shares, elect instead to receive upon such exercise the “"Net Number” " of shares of Common Stock determined according to the following formula (a “"Cashless Exercise”"): Net Number X = Y (A x - B) - (A x C) B For purposes of with: X = the foregoing formula: A= the total number of shares Warrant Shares to be issued to the Holder Y = the number of Unavailable Warrant Shares with respect to which this the Warrant is then being exercised. B= as applicable: (i) exercised A = the Closing Sale Price fair value per share of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of exercise of this Warrant B = the applicable then-current Exercise Price of the Warrant Solely for the purposes of this paragraph, “fair value” per share of Common Stock shall mean (A) the average of the closing sales prices on the Trading Market for the twenty (20) trading days immediately preceding the date on which the Notice of Exercise is deemed to have been sent to the Company, or (B) if the Common Stock is not publicly traded as set forth above, as reasonably and in good faith determined by the Board of Directors of the Company as of the date which the Notice of Exercise is deemed to have been sent to the Company. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a Cashless Exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant shares shall be deemed to Section 1(c) hereof after have commenced, on the close of “regular trading hours” on such Trading Daydate this Warrant was originally issued.

Cashless Exercise. Notwithstanding anything contained herein to If at the contrary, if a time of exercise hereof there is no effective registration statement covering registering, or the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for the issuance or resaleof the Warrant Shares to the Holder, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise then this Warrant may also be exercised, in whole or in part andpart, at such time by means of a “cashless exercise” in lieu which the Holder shall be entitled to receive a number of making the cash payment otherwise contemplated to be made Warrant Shares equal to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula quotient obtained by dividing [(a “Cashless Exercise”): Net Number = (A x A-B) - (X)] by (A), where: A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= = as applicable: (i) the Closing Sale Price of the Common Stock VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is (1) both executed and delivered pursuant to Section 1(c2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c2(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock VWAP on the date of the applicable Notice of Exercise Notice if the date of such Notice of Exercise Notice is a Trading Day and such Notice of Exercise Notice is both executed and delivered pursuant to Section 1(c2(a) hereof after the close of “regular trading hours” on such Trading Day; B = the Exercise Price of this Warrant, as adjusted hereunder; and X = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. Notwithstanding anything contained herein In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time exercise this Warrant, in whole or in part, by means of a “cashless exercise” in which the contrary, if Holder shall be entitled to receive a registration statement covering certificate for the issuance or resale number of Shares determined in accordance with the following equation: X = (A - B) x C A where X = the number of Shares purchasable upon a “cashless exercise” of the Warrant Shares that are pursuant to the subject provisions of this Section 1.2; A = the Fair Market Value (defined below) per share of Common Stock on the date of the Exercise Notice (“cashless exercise”; B = the Warrant Price for one Share under this Warrant; and C = the number of Shares as to which this Warrant is being exercised pursuant to the provisions of this Article 1. If the foregoing calculation results in a negative number or zero, then no Shares shall be issued upon a “Exercise Notice Warrant Shares”cashless exercise” pursuant to this Section 1.2. If the Holder does not agree with the Fair Market Value per share ultimately determined pursuant to Section 1.3(b) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant SharesSection 1.3(c), the Holder may, in its sole discretiondiscretion (i) rescind the “cashless exercise”, exercise this (ii) pay the aggregate Warrant Price in whole or in part andthe form of, in lieu of making at the cash payment otherwise contemplated to be made Holder’s option, (1) a check payable to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant a wire transfer of funds to Section 1(c) hereof on a Trading Day prior to an account designated by the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereofCompany, or (iii) proceed with the Closing Sale “cashless exercise” at the Fair Market Value per Share so determined. In the event that, upon the Expiration Date or other termination of this Warrant, the Fair Market Value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 is greater than the Warrant Price of the Common Stock in effect on the date of the applicable Exercise Notice if the date such date, then this Warrant shall automatically be deemed on and as of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered date to be exercised pursuant to this Section 1(c1.2 as to all Shares (or such other securities) hereof after for which it shall not previously have been exercised, and the close of “regular trading hours” on Company shall promptly deliver a certificate representing the Shares (or such Trading Dayother securities) issued upon such exercise to Holder.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice contrary (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Sharesother than Section 12 below), the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Priceexercise, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= A = the total number of shares with respect to which this Warrant is then being exercised. B= B = as applicable: (i) the Closing Sale Price closing sale price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) 5 hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) 5 hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price bid price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) 5 hereof, or (iii) the Closing Sale Price closing sale price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) 5 hereof after the close of “regular trading hours” on such Trading Day, or (iv) if the Common Stock is not traded in such manner that the quotations referred to above are available, the fair value per share of the Common Stock as determined by the Board of Directors of the Company in good faith. C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 1(g) below), if a registration statement covering at the issuance or resale time of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resalean exercise hereof an Equity Conditions Failure shall then exist, as applicable, of such Exercise Notice Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive make a cashless exercise (each a “Cashless Exercise”) under this paragraph (d). A Cashless Exercise under this paragraph (d) may be made, at the election of the Holder from time to time and irrespective of any other election to make a Cashless Exercise, so that upon such exercise the Holder shall receive the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): formula: Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= A = the total number of shares of Common Stock with respect to which this Warrant is then being exercised. B= B = as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 1(f) below), if a at the time of exercise hereof there is no effective registration statement covering registering, or the issuance or prospectus contained therein is not available for the resale of the Warrant Shares that are by the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resaleHolder, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise then this Warrant may also be exercised, in whole or in part part, and, subject to the provisions of Section 1(a), in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead by means of a “Cashless Exercise” in which the Holder shall be entitled to receive upon such exercise the “Net Number” of shares of Common Stock Warrant Shares determined according to the following formula (a “Cashless Exercise”): formula: Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: B = the quotient of (ix) the Closing Sale Price sum of the VWAP of the Common Stock of each of the five (5) Trading Days ending at the close of business on the Trading Day Principal Market immediately preceding prior to the date time of exercise as set forth in the applicable Exercise Notice if such Notice, divided by (y) five (5). C = the Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to Price then in effect for the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of applicable Warrant Shares at the time of such exercise. If Warrant Shares are issued in a Cashless Exercise, the Holder’s execution parties acknowledge and agree that in accordance with Section 3(a)(9) of the applicable 1933 Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c). Notwithstanding anything herein to the contrary, on the Expiration Date, this Warrant shall be automatically exercised via Cashless Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to this Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after the close of “regular trading hours” on such Trading Day2(c).

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice contrary (the “Exercise Notice Warrant Shares”other than Section 1(f) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Sharesbelow), the Holder may, in its sole discretion, exercise the Warrants represented by this Warrant Certificate in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock (the “Net Number”) determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= A = the total number of shares with respect to which the Warrants represented by this Warrant Certificate is then being exercised. B= B =the quotient of (x) the sum of the VWAP of the Common Stock of each of the ten (10) Trading Days ending at the close of business on the Principal Market immediately prior to the time of exercise as set forth in the applicable Exercise Notice, divided by (y) ten (10). C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. D = the lower of (w) as applicable: , (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, and (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof during such Trading Day or after the close of “regular trading hours” on such Trading Day, (x) the VWAP of the Common Stock at the close of business on the Principal Market on the Trading Day immediately prior to the applicable Exercise Date, (y) the quotient of (A) the sum of the VWAP of the Common Stock of each of the ten (10) Trading Days ending at the close of business on the Principal Market immediately prior to the time of exercise as set forth in the applicable Exercise Notice, divided by (B) ten (10) and (z) the lowest Bid Price of the Common Stock at any time during the Trading Day on the applicable Exercise Date. For purposes of Rule 144(d) promulgated under the 1933 Act, as in effect on the date hereof, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date the Warrants represented by this Warrant Certificate was originally issued pursuant to the Underwriting Agreement.

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 1(f)), if whether or not at the time of such exercise a registration statement covering is effective (or the issuance or prospectus contained therein is available for use) for the resale by the Holder of all of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, ; (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, 1(a); or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement (which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “"Net Number” " of shares of Common Stock determined according to the following formula (a “"Cashless Exercise”"): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the Weighted Average Price on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 1(f) below), if a registration statement covering if, at the issuance time of exercise hereof, the Registration Statement (as defined in the Securities Purchase Agreement) is not effective (or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for use) for the issuance or resale, as applicable, by the Company to the Holder of such Exercise Notice all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if whether or not at the time of such exercise a registration statement covering is effective (or the issuance or prospectus contained therein is available for use) for the resale by the Registered Holder of all of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, then the Registered Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate applicable Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares Warrant Shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the United States federal securities laws) on such Trading Day, ; (ii) the Bid Price of the Common Stock as of the time of the Registered Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or 1(a); (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day, of (iv) if the Common Stock is not then listed or quoted on a Principal Market, the fair market value per Share as determined by: (A) an independent appraiser selected in good faith by the Registered Holder and the Company or (B) as otherwise may be mutually agreed upon by the Registered Holder and the Company. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

Cashless Exercise. Notwithstanding anything contained herein to If, following the contrarydate that is six months following the Initial Exercise Date hereof, if a there is no effective registration statement covering registering, or the issuance or prospectus contained therein is not available, for the resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise then this Warrant may also be exercised, in whole or in part andpart, at such time by means of a “cashless exercise” in lieu which the Holder shall be entitled to receive a number of making the cash payment otherwise contemplated to be made Warrant Shares equal to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula quotient obtained by dividing [(a “Cashless Exercise”): Net Number = (A x A-B) - (X)] by (A), where: A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= = as applicable: (i) the Closing Sale Price of the Common Stock VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is (1) both executed and delivered pursuant to Section 1(c2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c2(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock VWAP on the date of the applicable Notice of Exercise Notice if the date of such Notice of Exercise Notice is a Trading Day and such Notice of Exercise Notice is both executed and delivered pursuant to Section 1(c2(a) hereof after the close of “regular trading hours” on such Trading Day.; B = the Exercise Price of this Warrant, as adjusted hereunder; and

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering at the issuance time of exercise hereof the Registration Statement is not effective (or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for use) for the issuance or resale, as applicable, by the Company to the Holder of such Exercise Notice all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement (which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “"Net Number” " of shares of Common Stock determined according to the following formula (a “"Cashless Exercise”"): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the Weighted Average Price on the Trading Day immediately preceding the date of the applicable Exercise Notice or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section below), if at the time of exercise hereof a registration statement covering Registration Statement (as defined in the issuance Registration Rights Agreement) is not effective (or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for use) for the issuance or resale, as applicable, resale by the Holder of such Exercise Notice all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) (B - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 1(f) below), if a registration statement covering at the issuance time of exercise hereof the Registration Statement (as defined in the Securities Purchase Agreement) is not effective (or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for use) for the issuance or resale, as applicable, by the Company to the Holder of such Exercise Notice all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” hours (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” hours on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, or hereof and (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” hours on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to If at the contrary, if a time of exercise hereof there is no effective registration statement covering registering, or the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for the issuance or resaleof the Warrant Shares to the Holder, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise then this Warrant may only be exercised, in whole or in part andpart, at such time by means of a “cashless exercise” in lieu which the Holder shall be entitled to receive a number of making the cash payment otherwise contemplated to be made Warrant Shares equal to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula quotient obtained by dividing [(a “Cashless Exercise”): Net Number = (A x A-B) - (A x CX)] by (A), where: (A) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= = as applicable: (i) the Closing Sale Price of the Common Stock VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is (1) both executed and delivered pursuant to Section 1(c2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the lesser of, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg as of the time of the Holder’s execution of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c2(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock VWAP on the date of the applicable Notice of Exercise Notice if the date of such Notice of Exercise Notice is a Trading Day and such Notice of Exercise Notice is both executed and delivered pursuant to Section 1(c2(a) hereof after the close of “regular trading hours” on such Trading Day.; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and

Cashless Exercise. Notwithstanding anything contained any provisions herein to the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are the subject of if, on the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, Date of such Exercise Notice Warrant Sharesa Cashless Exercise, the Holder mayCashless Exercise Current Market Price of one Common Unit is greater than the applicable Exercise Price on the Exercise Date, in its sole discretion, exercise this Warrant in whole or in part andthen, in lieu of making the cash payment otherwise contemplated to be made paying to the Company upon such exercise the applicable Exercise Price by wire transfer in payment immediately available funds, the Holder may elect to receive Common Units equal to the value (as determined below) of the Aggregate Exercise PriceWarrants or any portion thereof being exercised (such portion, elect instead to receive upon such exercise the “Net NumberCashless Exercise Warrants” with respect to such date) by (i) in the case of shares of Common Stock determined according Warrants evidenced by a Global Warrant Certificate, providing notice to the following formula Warrant Agent pursuant to the Applicable Procedures and the Exercise Form; or (ii) in the case of Warrants evidenced by a Warrant Statement, providing notice pursuant to the Exercise Form, in the case of (i) or (ii), that the Holder desires to effect a “cashless exercise” (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to the Cashless Exercise Warrants, in which event the Company shall issue to the Holder a number of Common Units with respect to Cashless Exercise Warrants computed using the following formula (rounded down to the nearest whole Common Unit, and it being understood that any portion of the Warrants being exercised on such date that are not Cashless Exercise Warrants will not be affected by this Warrant is then calculation): X = (Y (A-B)) ÷ A Where X = the number of Common Units to be issued to the Holder in respect of the Cashless Exercise Warrants Y = the number of Common Units purchasable under the Cashless Exercise Warrants being exercised. B= as applicable: exercised by the Holder (ion the Exercise Date) A = the Closing Sale applicable Cashless Exercise Current Market Price of the one Common Stock Unit (on the Trading Day immediately preceding the date of Exercise Date) B = the applicable Exercise Notice if such Price (as adjusted through and including the Exercise Notice is (1) both executed Date). The Company shall calculate and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior transmit to the opening Warrant Agent the number of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) Common Units to be issued on such Trading DayCashless Exercise, (ii) and the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if Warrant Agent shall have no obligation under this Agreement to calculate, confirm or verify such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after the close of “regular trading hours” on such Trading Dayamount.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “"Net Number” " of shares of Common Stock determined according to the following formula (a “"Cashless Exercise”"): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to At any time after the contrary, if a registration statement covering the issuance or resale six month anniversary of the Warrant Shares that are the subject date of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant SharesCredit Agreement, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= A = the total number of shares with respect to which this Warrant is then being exercised. B= B = the arithmetic average of the Closing Sale Prices of the Common Stock for the five (5) consecutive Trading Days ending on the date immediately preceding the date of the Exercise Notice. C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. D = as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(d) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(d) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(d) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(d) hereof after the close of “regular trading hours” on such Trading Day. Assuming the Holder has held the Warrant for at least six months in the case of such a Cashless Exercise, the Company agrees that the Holder is under no obligation to sell the Warrant Shares issuable upon the exercise of the Warrant prior to removing the legend and the Company will use its best efforts, including delivering an opinion to the Transfer Agent at its own expense, to ensure the foregoing. Notwithstanding anything contrary to this Section 1(d) of this Warrant, if Warrant Shares are issued in such a Cashless Exercise, the parties acknowledge and agree that, (i) for purposes of Rule 144 under the 1933 Act, the holding period of the Warrant being exercised may be tacked on to the holding period of the Warrant Shares and (ii) all Warrant Shares, when issued, will be issued without restrictive legends, will be freely tradable under the Securities Act by any person who is not an affiliate of the Company, and will not constitute “restricted securities” under Rule 144 promulgated under the Securities Act. The Company agrees not to take any position contrary to this Section 1(d).

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement (which may be the Registration Statement) covering the issuance or resale of the shares of Common Stock that constitute Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x × B) - (A x × C) B For purposes of the foregoing formula: A= the total number of shares of Common Stock with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the Weighted Average Price on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. If Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 1(c).

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 1(f) below), if a at the time of exercise hereof there is no effective registration statement covering registering (or the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for use for) the issuance or resale, as applicable, by the Company to the Holder of such Exercise Notice all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein Beginning six (6) months following the Closing Date and so long as the Company is then required under the Registration Rights Agreement to have effected the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are for resale to the subject public pursuant to a Registration Statement, if the Warrant Shares may not then be sold to the public pursuant to such registration statement (or the related prospectus) for any reason (other than as a result of a Blackout Period or as a result of the Exercise Notice (Warrantholder’s failure to comply with its obligations under the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant SharesRegistration Rights Agreement), the Holder mayWarrantholder may elect to receive, without the payment by the Warrantholder of the aggregate Warrant Price in respect of the shares of Common Stock to be acquired, shares of Common Stock of equal value to the value of this Warrant, or any specified portion hereof, by the surrender of this Warrant (or such portion of this Warrant being so exercised) together with a Net Issue Election Notice, in its sole discretionthe form annexed hereto as Appendix B, exercise this Warrant in whole or in part andduly executed, in lieu of making the cash payment otherwise contemplated to be made to the Company. Thereupon, the Company upon shall issue to the Warrantholder such exercise in payment number of fully paid, validly issued and nonassessable shares of Common Stock as is computed using the Aggregate Exercise Price, elect instead to receive upon such exercise following formula: X = Y (A - B) where X = the “Net Number” number of shares of Common Stock determined according to which the following formula (a “Cashless Exercise”): Net Number Warrantholder is entitled upon such cashless exercise; Y = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect of Common Stock covered by this Warrant for which the Warrantholder has surrendered purchase rights at such time for cashless exercise (including both shares to be issued to the Warrantholder and shares as to which this Warrant is then being exercised. B= the purchase rights are to be canceled as applicable: (i) payment therefor); A = the Closing Sale Price “Market Price” of the Common Stock on the Trading Day immediately preceding the date one share of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of at the date the net issue election is made; and B = the Warrant Price in effect under this Warrant at the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice net issue election is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after the close of “regular trading hours” on such Trading Daymade.

Cashless Exercise. Notwithstanding anything contained herein to If at the contrary, if a time of exercise hereof there is no effective registration statement covering registering, or the prospectus contained therein is not available for the issuance or resale of the Warrant Shares that are to or by the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resaleHolder, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise then this Warrant may also be exercised, in whole or in part andpart, at such time by means of a “cashless exercise” in lieu which the Holder shall be entitled to receive a number of making the cash payment otherwise contemplated to be made Warrant Shares equal to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula quotient obtained by dividing [(a “Cashless Exercise”): Net Number = (A x A-B) - (A x CX)] by (A), where: (A) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= = as applicable: (i) the Closing Sale Price of the Common Stock VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is (1) both executed and delivered pursuant to Section 1(c2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c2(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock VWAP on the date of the applicable Notice of Exercise Notice if the date of such Notice of Exercise Notice is a Trading Day and such Notice of Exercise Notice is both executed and delivered pursuant to Section 1(c2(a) hereof after the close of “regular trading hours” on such Trading Day.;

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 1(f) below), if whether or not at the time of such exercise a registration statement covering is effective (or the issuance or prospectus contained therein is available for use) for the resale by the Holder of all of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Extended Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day, or (iv) if the Common Stock is not listed on any Eligible Market and “B” is determined in connection with an Illiquid Exit Transaction, the fair market value of the Common Stock as determined by the Appraiser in its sole discretion. C= the Per Share Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

Cashless Exercise. Notwithstanding anything contained herein This Section 1.3 shall apply only if both (a) there is no registration statement then in effect covering the Warrant Stock as to which an exercise under this Section 1.3 is being effected and (b) the method of exercise described in this Section 1.3 would be necessary for the Holder lawfully to sell the Warrant Stock acquired pursuant to this Section 1.3 immediately after such acquisition in accordance with Rule 144 under the Securities Act of 1933, as amended (the "1933 Act"). As the alternative to the contrarypayment method of exercise described in Section 1.2 above, if the Holder may exercise this Warrant by surrendering this Warrant in exchange for the number of shares of Warrant Stock equal to the product of (x) the number of shares of Warrant Stock as to which the Warrant is being exercised, multiplied by (y) a registration statement covering fraction, the issuance or resale numerator of which is the Market Price (as defined below) of the Common Stock less the Exercise Price of the Warrant Shares that are Stock and the subject denominator of which is the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available Market Price of Common Stock. Solely for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= calculation, the total number "Market Price" of shares with respect the Common Stock shall be based on the date on which the Warrant Exercise Form attached hereto is deemed to which this Warrant is then being exercised. B= as applicable: (i) have been sent to the Closing Sale Price Company pursuant to Section 12 hereof, and shall be equal to the last sale price of the Common Stock on the Trading Day immediately preceding Nasdaq National Market System (the date of "Nasdaq-NM") as reported by Bloomberg , or, if the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) hereof on a day that Nasdaq-NM is not a Trading Day the principal trading market for such security, then on the principal securities exchange or (2) both executed and delivered pursuant to Section 1(c) hereof trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, then in the over-the-counter market on a Trading Day prior to the opening of “regular trading hours” pink sheets or bulletin board for such security as reported by Bloomberg (as defined applicable, the "Principal Market"). For purposes of this Warrant, the method of exercise described in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock this Section 1.3 shall be known as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after the close of “regular trading hours” on such Trading Day"Cashless Exercise."

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(d) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(d) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(d) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(d) hereof after the close of “regular trading hours” on such Trading Day. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. If Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, the Warrant Shares shall take on the registered characteristics of the portion of this Warrant being exercised, and the holding period of the portion of this Warrant being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 1(d).

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale of At any time during the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant SharesTerm, the Holder may, in its sole discretionat the Holder’s option, exercise this Warrant exchange, in whole or in part andpart, the Warrants represented by such Holder’s Warrant Certificate which are exercisable for the purchase of Shares into the number of Shares determined in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula accordance with this Section 2.2 (a “Cashless ExerciseWarrant Exchange”): Net Number = (A x B) - (A x C) B For purposes ), by surrendering such Warrant Certificate at the principal office of the foregoing formula: A= Company or at the total office of its transfer agent, accompanied by a notice stating such Holder’s intent to effect such exchange, the number of shares Warrants to be so exchanged and the date on which the Holder requests that such Warrant Exchange occur (the “Notice of Exchange”). The Warrant Exchange shall take place on the date specified in the Notice of Exchange or, if later, the date the Notice of Exchange is received by the Company or at the office of its transfer agent, as applicable (the “Exchange Date”). Certificates for the Shares issuable upon such Warrant Exchange and, if applicable, a new Warrant Certificate of like tenor representing the Warrants which were subject to the surrendered Warrant Certificate and not included in the Warrant Exchange, shall be issued as of the Exchange Date and delivered to the Holder within three (3) business days following the Exchange Date. In connection with respect any Warrant Exchange, the Holder shall be entitled to which this Warrant is then being exercised. B= as applicable: subscribe for and acquire (i) the Closing Sale Price number of Shares (rounded to the next highest integer) which would, but for such Warrant Exchange, then be issuable pursuant to the provisions of Section 2.1 above upon the exercise of the Common Stock on Warrants specified by the Trading Day immediately preceding Holder in its Notice of Exchange (the date of the applicable Exercise Notice if such Exercise Notice is (1“Total Share Number”) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, less (ii) the Bid number of Shares equal to the quotient obtained by dividing (a) the product of the Total Share Number and the existing Exercise Price per Share (as hereinafter defined) by (b) the Market Price (as hereinafter defined) of a Public Share on the trading day immediately preceding the Exchange Date. “Market Price” at any date shall be deemed to be the closing sale price or, in case no reported sales takes place on such day, the average of the closing sale prices for the last three (3) consecutive trading days on which reported sales have taken place, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading or as reported in the Nasdaq Capital Market, or, if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted on the Nasdaq Capital Market, the closing bid price as furnished by (i) the National Association of Securities Dealers, Inc. through the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular OTC Bulletin Board or successor trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereofmarket, or (iiiii) if not listed on the Closing Sale Price of OTC Bulletin Board (or its successor market), the “pink sheets.” If the Common Stock is listed or admitted to trading or as reported in the Nasdaq Capital Market, or, if the Common Stock is not listed or admitted to trading on any national securities exchange or quoted on the date Nasdaq Capital Market, and bid prices are not furnished by the National Association of Securities Dealers, Inc. through the applicable Exercise Notice if OTC Bulletin Board or successor trading market, or the date “pink sheets,” then the Market Price shall be determined by the Company’s Board of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after the close of “regular trading hours” on such Trading Day.Directors in good faith

Cashless Exercise. Notwithstanding anything contained herein to (i) At any time during the contraryExercise Period, if a registration statement covering when the issuance or resale of the Warrant Shares that are by the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) Registered Holder is not available for registered pursuant to an effective registration statement filed with the issuance or resale, as applicable, of such Exercise Notice Warrant SharesSecurities and Exchange Commission under the Securities Act, the Registered Holder may, in at its sole discretionoption, elect to exercise this Warrant Warrant, in whole or in part andpart, in lieu on a cashless basis, by delivery of making a duly executed facsimile copy of the cash payment otherwise contemplated to be made with the purchase form appended hereto as Exhibit I duly executed by or on behalf of the Registered Holder, to the Company upon at the principal office of the Company, or at such exercise other office or agency of the Company as it may designate by notice in writing to the Registered Holder at the address of the Registered Holder appearing on the books of the Company, by canceling a portion of this Warrant in payment of the Aggregate Exercise Price, elect instead to receive Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. In the event of an exercise pursuant to this subsection 1(b), the “Net Number” number of shares of Common Stock Warrant Shares issued to the Registered Holder shall be determined according to the following formula (a “Cashless Exercise”): Net Number formula: X = (A x Y(A-B) - (A x C) B For purposes of Where: X = the foregoing formula: A= the total number of shares with respect Warrant Shares that shall be issued to the Registered Holder; Y = the number of Warrant Shares for which this Warrant is then being exercised. B= as applicable: exercised (i) which shall include both the Closing Sale Price number of Warrant Shares issued to the Registered Holder and the number of Warrant Shares subject to the portion of the Common Stock on the Trading Day immediately preceding the date Warrant being cancelled in payment of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after the close of “regular trading hours” on such Trading Day.Purchase Price);

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement (which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the Weighted Average Price on the Trading Day immediately preceding the date of the applicable Exercise Notice or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day. C= $0.01, as adjusted hereunder. If Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 1(d).

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice contrary (the “Exercise Notice Warrant Shares”other than Section 1(f) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Sharesbelow), the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock Warrant Shares determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B D For purposes of the foregoing formula: A= A = the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) B = the Closing Sale Price VWAP of the Common Stock on of the Trading Day ending at the close of business on the Principal Market immediately preceding prior to the time of exercise as set forth in the applicable Exercise Notice. C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. D = the VWAP of the Common Stock at the close of business on the Principal Market on the date of delivery of the applicable Exercise Notice if such Exercise Notice is (1) both executed Notice. If the Warrant Shares are issued in a Cashless Exercise, the parties acknowledge and delivered pursuant to agree that in accordance with Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(643(a)(9) of Regulation NMS the 1933 Act, the Warrant Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated under the federal securities laws) 1933 Act, as in effect on such Trading Daythe Subscription Date, (ii) it is intended that the Bid Price of the Common Stock as of the time of Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder’s execution of , and the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant holding period for the Warrant Shares shall be deemed to Section 1(c) hereofhave commenced, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered this Warrant was originally issued pursuant to Section 1(c) hereof after the close of “regular trading hours” on such Trading DayPurchase Agreement.

Cashless Exercise. Notwithstanding anything contained herein In lieu of exercising this Warrant Certificate pursuant to the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”Section 3(a) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Sharesabove, the Holder may, in its sole discretion, exercise shall have the right (the "Conversion Right") to require the Issuer to convert any then existing rights to purchase Common Stock pursuant to this Warrant Certificate, in whole or in part andand at any time or times into Warrant Shares, in lieu upon delivery of making the cash payment otherwise contemplated written notice of intent to be made convert to the Company upon Issuer at its address in Section 3(a) or such other address as the Issuer shall designate in a written notice to the Holder, together with this Warrant Certificate. Upon exercise in payment of the Aggregate Conversion Right, the Issuer shall deliver to the Holder (without payment by the Holder of any Exercise Price, elect instead to receive upon such exercise the “Net Number” ) that number of shares of Common Stock determined according Warrant Shares which is equal to the following formula quotient obtained by dividing (a “Cashless Exercise”): Net Number = (A x Bx) - (A x C) B For purposes the value of the foregoing formula: A= the total number of shares Warrant Shares with respect to which this the Conversion Right is being exercised (determined by subtracting the aggregate Exercise Price for the Warrant Shares with respect to which the Conversion Right is then being exercised. B= as applicable: exercised from a number equal to the product of (i) the Closing Sale Price Fair Market Value per Share of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined determined in Rule 600(b)(64accordance with subsection (b) of Regulation NMS promulgated under the federal securities lawsSection 9 hereof) on as at such Trading Daytime, multiplied by (ii) the Bid Price number of Warrant Shares with respect to which the Conversion Right is being exercised), by (y) such Fair Market Value per Share. Any references in this Warrant Certificate to the "exercise" of this Warrant Certificate, and the use of the Common Stock as term exercise herein, shall be deemed to include (without limitation) any exercise of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after the close of “regular trading hours” on such Trading DayConversion Right.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a If there is no effective registration statement covering registering, or the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for the issuance or resaleof the Warrant Shares to the Holder, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise then this Warrant may also be exercised, in whole or in part andpart, at such time by means of a “cashless exercise” in lieu which the Holder shall be entitled to receive a number of making the cash payment otherwise contemplated to be made Warrant Shares equal to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula quotient obtained by dividing [(a “Cashless Exercise”): Net Number = (A x A-B) - (A x CX)] by (A), where (A) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= = as applicable: (i) the Closing Sale Price of the Common Stock VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is (1) both executed and delivered pursuant to Section 1(c2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c2(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock VWAP on the date of the applicable Notice of Exercise Notice if the date of such Notice of Exercise Notice is a Trading Day and such Notice of Exercise Notice is both executed and delivered pursuant to Section 1(c2(a) hereof after the close of “regular trading hours” on such Trading Day; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c). Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement (which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= A = the total number of shares with respect to which this Warrant is then being exercised. B= B = the arithmetic average of the Closing Sale Prices of the Common Stock for the five (5) consecutive Trading Days ending on the date immediately preceding the date of the Exercise Notice. C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. D = as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(d) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(d) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(d) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(d) hereof after the close of “regular trading hours” on such Trading Day. If Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 1(d).

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if the Common Stock is then traded on an Eligible Market and a registration statement covering under the issuance or 1933 Act permitting the resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for in effect under the issuance or resale, as applicable, of such Exercise Notice Warrant Shares1933 Act, the Holder may, in its sole discretion, exercise any or all Warrants represented by this Warrant in whole or in part andCertificate by electing, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of paying the Aggregate Exercise PricePrice in cash, elect instead to receive upon such exercise the “"Net Number” " of shares of Common Stock determined according to the following formula (a “"Cashless Exercise”"): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is Warrants are then being exercisedexercised as stated in the Exercise Notice. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice. C= the Exercise Price then in effect at the time of such exercise. In such event, the number of Warrants remaining for exercise shall be reduced by the number of Warrants then exercised and execution and delivery of the Exercise Notice if such Exercise Notice is with respect to less than all of the Warrants represented by the Warrant Certificate shall have the same effect as cancellation of the original Warrant Certificate and issuance of a new Warrant Certificate evidencing the remaining number of Warrants (1after deduction of the number of Warrants exercised). For purposes of Rule 144(d) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day1933 Act, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock in effect on the date hereof, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant Certificate was originally issued pursuant to the Securities Purchase Agreement. In addition, if the Warrant Shares are issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the applicable Exercise Notice if 1933 Act, the date Warrant Shares shall take on the registered characteristics of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant the Warrants being exercised. The Company agreed not to take any position contrary to this Section 1(c) hereof after the close of “regular trading hours” on such Trading Day1(d).

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 1(f) below), if a registration statement covering at the issuance time of exercise hereof the Registration Statement (as defined in the Securities Purchase Agreement) is not effective (or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for use) for the issuance or resale, as applicable, by the Company to the Holder of such Exercise Notice all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price closing sale price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price closing sale price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice contrary (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Sharesother than Section 3.3.7 below), the Registered Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this the Warrant is then being exercised. B= as applicable: (i) the Closing Sale Weighted Average Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) 3.3.1 hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) 3.3.1 hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the Bid option of the Registered Holder indicated in the Exercise Notice, either (x) the Weighted Average Price of the Common Stock as on the Trading Day immediately preceding the date of the time applicable Exercise Notice, or (y) the Weighted Average Price of the Holder’s execution Common Stock on the Trading Day of the applicable Exercise Notice if such Exercise Notice is executed and delivered 3.3.1 during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) 3 hereof, or (iii) the Closing Sale Weighted Average Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) 3.3.1 hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - – (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c1(a) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the The Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= A = the total number of shares with respect to which this Warrant is then being exercised. B= B = as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Closing Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading DayDay C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated required to be made to the Company upon such exercise in payment of the Aggregate Exercise PricePrice for the applicable Warrant Shares, elect instead to receive upon such exercise the “"Net Number” " of shares of Common Stock determined according to the following formula (a “"Cashless Exercise”"): Net Number X = Y (A x - B) - (A x C) B For purposes of with: X = the foregoing formula: A= the total number of shares Warrant Shares to be issued to the Holder Y = the number of Warrant Shares with respect to which this the Warrant is then being exercised. B= as applicable: (i) exercised A = the Closing Sale Price fair value per share of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of exercise of this Warrant B = the applicable then-current Exercise Price of the Warrant Solely for the purposes of this paragraph, “fair value” per share of Common Stock shall mean (A) the average of the closing sales prices on the Trading Market for the twenty (20) trading days immediately preceding the date on which the Notice of Exercise is deemed to have been sent to the Company, or (B) if the Common Stock is not publicly traded as set forth above, as reasonably and in good faith determined by the Board of Directors of the Company as of the date which the Notice of Exercise is deemed to have been sent to the Company. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a Cashless Exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant shares shall be deemed to Section 1(c) hereof after have commenced, on the close of “regular trading hours” on such Trading Daydate this Warrant was originally issued.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if on or after the 180th day following the Initial Exercisability Date, a registration statement covering the issuance or resale of the Notice Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Weighted Average Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the Weighted Average Price on the Trading Day immediately preceding the date of the applicable Exercise Notice or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Weighted Average Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale of the Unavailable Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, resale of such Exercise Notice Unavailable Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “"Net Number” " of shares of Common Stock determined according to the following formula (a “"Cashless Exercise”"): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Weighted Average Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “"regular trading hours” " (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Closing Bid Price of the Common Stock on the principal trading market as reported by Bloomberg as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “"regular trading hours” " on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Weighted Average Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “"regular trading hours” " on such Trading Day. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. For purposes of Rule 144(d) promulgated under the 1933 Act, as in effect on the date hereof, the Company hereby acknowledges and agrees that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, a Cashless Exercise (as defined below) may occur (i) in whole or in part for a whole number of Warrant Shares, if, between June 18, 2019 and the fifteen (15) month anniversary thereof, the Weighted Average Price of the Common Stock on the Trading Day immediately prior to the Exercise Date fails to exceed the initial Exercise Price (subject to adjustment for any stock splits, stock dividends, stock combinations, recapitalizations and similar events) in which event, in lieu of the formula below, the aggregate number of Warrant Shares issuable in such cashless exercise pursuant to any given Exercise Notice electing to effect a Cashless Exercise shall equal the product of (x) the aggregate number of Warrant Shares for which the Warrants are exercised as if such exercise were by means of a cash exercise rather than a Cashless Exercise and (y) one (1); and (ii) if a registration statement (which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the Weighted Average Price on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if on or after the Initial Exercisability Date, a registration statement covering the issuance or resale of the Unavailable Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Unavailable Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Weighted Average Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (x) the Weighted Average Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice, or (y) the Bid Price of the Common Stock on the principal trading market as reported by Bloomberg as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Weighted Average Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the Weighted Average Price on the Trading Day immediately preceding the date of the applicable Exercise Notice or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if The Option may only be exercised as a registration statement covering the issuance or resale cashless exercise. Upon exercise of the Warrant Shares that are the subject Option, Lante will receive "N" number of the Exercise Notice (the “Exercise Notice Warrant Shares”) shares, where "N" is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula formula: N = [(a “Cashless Exercise”): Net Number = then-current ZixIt per share stock price minus $7.625) multiplied by (A x B) - (A x C) B the number of shares sought to be exercised)], divided by the then-current ZixIt stock price. For purposes of this calculation the foregoing formula: A= "then-current" ZixIt stock price inside the total number brackets (i.e., for the numerator only) will be capped at $79.625. Subject to the preceding sentence, for purposes of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) calculation, the Closing Sale Price "then-current" ZixIt stock price will be the average of the Common Stock on quoted closing prices of the Trading Day immediately ZixIt stock for the ten trading days preceding the date of exercise. If the applicable Exercise Notice if such Exercise Notice Option is exercised in full, Lante shall, upon request, surrender this Agreement to ZixIt for cancellation. If the Option is exercised in part, Lante shall surrender this Agreement to ZixIt so that ZixIt may make appropriate notation hereon and shall promptly return this Agreement to Lante. If the ZixIt stock is not publicly traded (1) both executed and delivered pursuant i.e., there is no quoting closing price), the then-current price will be its fair market value, determined as provided in Section 15 below. Subject to Section 1(c8, after the exercise of the Option in whole or in part, ZixIt shall promptly (and no later than five business days thereafter) hereof on issue and deliver a day that is not a Trading Day or (2) both executed and delivered pursuant certificate representing the number of shares of ZixIt Common Stock as to which the Option has been exercised. The shares of ZixIt Common Stock issuable upon the exercise of the Option are subject to the transfer restrictions noted in Section 1(c) hereof on a Trading Day 8 below and, if issued prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price lapse of the Common Stock restrictions, will bear an appropriate legend. Other than as stated in the preceding sentence and in Section 8, ZixIt agrees to deliver the underlying stock certificates, free and clear of any restrictive legends, registered as designated by Lante or its designee, in time to permit normal-way settlement of a simultaneous exercise of the time Option and sale of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the underlying ZixIt Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after the close of “regular trading hours” on such Trading DayStock.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Weighted Average Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the Bid option of the Holder indicated in the Exercise Notice, either (x) the Weighted Average Price of the Common Stock as on the Trading Day immediately preceding the date of the time applicable Exercise Notice, or (y) the Weighted Average Price of the Holder’s execution Common Stock on the Trading Day of the applicable Exercise Notice if such Exercise Notice is executed and delivered during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, or (iii) the Closing Sale Weighted Average Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the The Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - – (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(d) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (x) the Weighted Average Price on the Trading Day immediately preceding the date of the applicable Exercise Notice or (y) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereofhereof (including until two (2) hours after the close of “regular trading hours” on a Trading Day), or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. If Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, the Warrant Shares shall take on the characteristics of the portion of this Warrant being exercised, and the holding period of the portion of this Warrant being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 1(d).

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering at the issuance time of exercise of this Warrant, the Registration Statement is not effective or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for use for the issuance or resale, as applicable, by the Company to the Holder of such Exercise Notice all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate aggregate Exercise Price, Price elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercisecashless exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price closing sale price of the Common Stock on the principal trading market on which the Common Stock may then be listed on the Trading Day immediately preceding the date of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is (1) both executed and delivered pursuant to Section 1(c2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price bid price of the Common Stock on the principal trading market on which the Common Stock may then be listed as of the time of the Holder’s execution of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c2(a) hereof, hereof or (iii) the Closing Sale Price closing sale price of the Common Stock on the principal trading market on which the Common Stock may then be listed on the date of the applicable Notice of Exercise Notice if the date of such Notice of Exercise Notice is a Trading Day and such Notice of Exercise Notice is both executed and delivered pursuant to Section 1(c2(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering Registration Statement (as defined in the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”Registration Rights Agreement) is not available for the issuance or resale, as applicable, resale of such Exercise Notice the Unavailable Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. For purposes of Rule 144(d) promulgated under the 1933 Act, as in effect on the date hereof, the Company hereby acknowledges that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by such Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date that this Warrant was originally issued pursuant to the Securities Purchase Agreement, provided that at no time was the Warrant owned by an Affiliate of the Company.

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 1(f) below), if at the time of exercise hereof a registration statement covering is not effective (or the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for use) for the issuance or resale, as applicable, by the Company to the Holder of such Exercise Notice all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= A = the total number of shares with respect to which this Warrant is then being exercised. B= B = as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Closing Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day. C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the The Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(d) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (x) the Weighted Average Price on the Trading Day immediately preceding the date of the applicable Exercise Notice or (y) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereofhereof (including until two (2) hours after the close of “regular trading hours” on a Trading Day), or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained any provisions herein to the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are the subject of (x) the Exercise Notice Date is a Cashless Exercise Date and (y) the “Cashless Exercise Notice Warrant Shares”) Current Market Price of one share of Common Stock is not available for greater than the issuance or resaleapplicable Exercise Price on the Exercise Date, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part andthen, in lieu of making the cash payment otherwise contemplated to be made paying to the Company upon such exercise the applicable Exercise Price by wire transfer in payment of immediately available funds, the Aggregate Exercise Price, Holder may elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according equal to the following formula value (as determined below) of the Warrants or any portion thereof being exercised (such portion, the “Cashless Exercise Warrants” with respect to such date) by (i) in the case of Warrants evidenced by a Global Warrant Certificate, providing notice to the Warrant Agent pursuant to the Applicable Procedures or (ii) in the case of Warrants evidenced by a Definitive Warrant Certificate, expressly stating in its notice of exercise, in the case of (i) or (ii), that the Holder desires to effect a “cashless exercise” (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of with respect to the foregoing formula: A= Cashless Exercise Warrants, in which event the total Company shall issue to the Holder a number of shares of Common Stock with respect to which Cashless Exercise Warrants computed using the following formula (it being understood that any portion of the Warrants being exercised on such date that are not Cashless Exercise Warrants will not be affected by this Warrant is then calculation): X = (Y (A-B)) ÷ A Where X = the number of shares of Common Stock to be issued to the Holder in respect of the Cashless Exercise Warrants Y = the number of shares of Common Stock purchasable under the Cashless Exercise Warrants being exercised. B= as applicable: exercised by the Holder (ion the Exercise Date) A = the Closing Sale applicable Cashless Exercise Current Market Price of the one share of Common Stock (on the Trading Day immediately preceding the date of Exercise Date) B = the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening of “regular trading hours” Price (as defined in Rule 600(b)(64) of Regulation NMS promulgated under adjusted through and including the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after the close of “regular trading hours” on such Trading DayDate).

Cashless Exercise. Notwithstanding anything contained herein to the contrary, a Cashless Exercise (as defined below) may occur (i) in whole or in part for a number of whole Warrant Shares between [_________]1 and the Expiration Date, during which time, in lieu of the formula below, the aggregate number of Warrant Shares issuable in such cashless exercise pursuant to any given Exercise Notice electing to effect a Cashless Exercise shall equal the product of (x) the aggregate number of Warrant Shares for which the Warrants are exercised as if such exercise were by means of a cash exercise rather than a Cashless Exercise and (y) one (1); and (ii) if a registration statement (which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the Weighted Average Price on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering registering the issuance or resale of the Warrant Shares that are under the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) Securities Act is not effective or available for the issuance or resale, as applicable, of such Exercise Notice the Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day. C= $0.001, as adjusted hereunder. If Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 1(d).

Cashless Exercise. Notwithstanding anything contained herein to If at any time after the contraryInitial Exercise Date, if a there is no effective registration statement covering registering, or no current prospectus available for, the issuance or resale of the Warrant Shares that are to the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resaleHolder, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise then this Warrant may only be exercised, in whole or in part andpart, at such time by means of a “cashless exercise” in lieu which the Holder shall be entitled to receive a number of making the cash payment otherwise contemplated to be made Warrant Shares equal to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula quotient obtained by dividing [(a “Cashless Exercise”): Net Number = (A x A-B) - (A x CX)] by (A), where: (A) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= = as applicable: (i) the Closing Sale Price of the Common Stock VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is (1) both executed and delivered pursuant to Section 1(c2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c2(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock VWAP on the date of the applicable Notice of Exercise Notice if the date of such Notice of Exercise Notice is a Trading Day and such Notice of Exercise Notice is both executed and delivered pursuant to Section 1(c2(a) hereof after the close of “regular trading hours” on such Trading Day; (B) = the Exercise Price, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section 2(c).

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement (which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the Weighted Average Price on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 1(f) below), if a registration statement covering at the issuance or resale time of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resalean exercise hereof any Equity Conditions Failure shall then exist, as applicable, of such Exercise Notice Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive make a cashless exercise (each a “Cashless Exercise”) under this Section 1(d). A Cashless Exercise under this Section 1(d) may be made, at the election of the Holder from time to time and irrespective of any other election to make a Cashless Exercise, so that upon such exercise Holder shall receive the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): formula: Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= A = the total number of shares with respect to which this Warrant is then being exercised. B= B = as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 2(e)), commencing on the six (6) month anniversary if a there is not then an effective registration statement covering permitting the issuance of the Warrant Shares to or resale of the Warrant Shares that are by the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant SharesHolder, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate aggregate Exercise Price, elect instead to receive upon such exercise the “"Net Number” " of shares of Common Stock Warrant Shares determined according to the following formula (a “"Cashless Exercise”"): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: B = (iA) the Closing Sale Price VWAP of the shares of Common Stock on the Trading Day immediately preceding the date of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is (1) both executed and delivered pursuant to Section 1(c2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c2(a) hereof on a Trading Day prior to the opening of “"regular trading hours” " (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (iiB) either (x) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (y) the Bid Price of the shares of Common Stock as of the time of the Holder’s 's execution of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is executed during “"regular trading hours” " on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, or (iiiC) the Closing Sale Price of the Common Stock on the date of the applicable Notice of Exercise Notice if the date of such Notice of Exercise Notice is a Trading Day and such Notice of Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “"regular trading hours” " on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a the Registration Statement on Form S-3 (File number 333-215985) or other applicable registration statement under the 1933 Act (the “Registration Statement”) covering the issuance or resale of the Unavailable Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Unavailable Warrant Shares, Shares the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the arithmetic average of the Closing Sale Price Prices of the Common Stock for the five (5) consecutive Trading Days ending on the Trading Day date immediately preceding the date of the Exercise Notice. C= the remaining $0.01 Exercise Price then in effect for the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of Warrant Shares at the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) exercise. D= the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if Notice. If Warrant Shares are issued in a Cashless Exercise, the date parties acknowledge and agree that in accordance with Section 3(a)(9) of such Exercise Notice is a Trading Day the 1933 Act, the Warrant Shares shall take on the registered characteristics of the Warrant being exercised, and such Exercise Notice is both executed and delivered pursuant the holding period of the Warrant being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 1(c) hereof after the close of “regular trading hours” on such Trading Day1(d).

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering at any time after the issuance or resale six-month anniversary of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant SharesIssuance Date, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock VWAP on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Exercise Notice or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock VWAP on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 1(f) below), if whether or not at the time of such exercise a registration statement covering is effective (or the issuance or prospectus contained therein is available for use) for the resale by the Holder of all of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Extended Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day, or (iv) if the Common Stock is not listed on any Eligible Market and “B” is determined in connection with an Illiquid Exit Transaction, the fair market value of the Common Stock as determined by the Appraiser in its sole discretion.

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 1(f) below), if a registration statement covering at the issuance time of exercise hereof the Registration Statement is not effective (or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for use) for the issuance or resale, as applicable, of such Exercise Notice all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “"Net Number” " of shares of Common Stock Warrant Shares determined according to the following formula (a “"Cashless Exercise”"): Net Number = [(A x A-B) - x (X)] A x C) B ​ For purposes of the foregoing formula: ​ ​ ​ A= the total number of shares with respect to which this Warrant is then being exercised. B= as As applicable: (i) the Closing Sale Price of the Common Stock VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is (1) both executed and delivered pursuant to Section 1(c2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c2(a) hereof on a Trading Day prior to the opening of “"regular trading hours” " (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock Shares on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is executed during “"regular trading hours” " on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of "regular trading hours" on a Trading Day) pursuant to Section 1(c2(a) hereof, or (iii) the Closing Sale Price of the Common Stock VWAP on the date of the applicable Notice of Exercise Notice if the date of such Notice of Exercise Notice is a Trading Day and such Notice of Exercise Notice is both executed and delivered pursuant to Section 1(c2(a) hereof after the close of “"regular trading hours” " on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement Registration Statement (as defined in the Registration Rights Agreement) covering the issuance or resale of the Common Stock issuable upon conversion of the Warrant Shares that are has been requested by the subject of Holder pursuant to the Exercise Notice (the “Exercise Notice Warrant Shares”) Exchange Agreement and is not available for the issuance or resale, as applicable, resale (within the period specified and subject to the other conditions set forth in the Registration Rights Agreement) of such Exercise Notice Warrant SharesCommon Stock, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise a number of shares of Series C Preferred Stock equal to the quotient of (i) the “Net Number” Number of shares Shares of Common Stock Stock” determined according to the following formula below formula, divided by (ii) the Conversion Ratio, rounded down to the nearest one-thousandth share of Series C Preferred Stock (such exercise, a “Cashless Exercise”): ). Net Number of Shares of Common Stock = (A x B) - (A x C) B For purposes of the foregoing formula: A= A = the total number of shares with respect to which this Warrant is then being exercisedConversion Shares. B= B = as applicable: , (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the Weighted Average Price on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day. C = the Conversion Price then in effect for the applicable Warrant Shares at the time of such exercise. If Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 1(d).

Cashless Exercise. Notwithstanding anything contained herein to the contrary, a Cashless Exercise (as defined below) may occur (i) in whole or in part for a number of whole Warrant Shares during the period commencing on the Issuance Date and ending on the Expiration Date, during which time, if the Weighted Average Price of the Common Stock on the Trading Date immediately prior to the Exercise Date fails to exceed the Exercise Price (subject to adjustment for any stock splits, stock dividends, stock combinations, recapitalizations and similar events) in which event, in lieu of the formula below, the aggregate number of Warrant Shares issuable in such cashless exercise pursuant to any given Exercise Notice electing to effect a Cashless Exercise shall equal the product of (x) the aggregate number of Warrant Shares for which the Warrant is exercised as if such exercise were by means of a cash exercise rather than a Cashless Exercise and (y) one (1); and (ii) if a registration statement (which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the Weighted Average Price on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 1(f) below), if at the time of exercise hereof (i) a registration statement covering is not effective (or the prospectus contained therein is not available for use) for the issuance or resale by the Company of all of the Warrant Shares that are (without regard to any limitations on exercise set forth therein) or (ii), if applicable, a registration statement on Form F-6 covering the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) ADSs is not effective or available for use for the issuance or resaleof all of the ADSs (“ADS Registration Statement”) then issuable hereunder (without regard to any limitations on exercise set forth herein), as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part andthen, in lieu of the Holder making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect the Holder shall instead to receive upon such exercise the “Net Number” of shares of Common Stock Shares determined according to the following formula (a “Cashless Exercise”): Net Number NET NUMBER = (A x BA×B)-(A×C) - (A x C) B D For purposes of the foregoing formula: A= A = the total number of shares Shares with respect to which this Warrant is then being exercised. B= as applicable: B = (ix) the Closing Sale Price sum of the Common Stock VWAP of the ADSs of each of the ten (10) Trading Days ending at the close of business on the Trading Day Principal Market immediately preceding prior to the time of exercise as set forth in the applicable Exercise Notice, divided by (y) ten (10) and divided by two (2) (each two shares forming an ADS effective on the date hereof, subject to adjustment upon any change in the ratio of Shares to ADS). C = the Exercise Price then in effect for the applicable Warrant Shares. D = the VWAP of the ADSs at the close of business on the Principal Market on the date of the delivery of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within divided by two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock each two shares forming an ADS effective on the date hereof, subject to adjustment upon any change in the ratio of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant Shares to Section 1(c) hereof after the close of “regular trading hours” on such Trading DayADS).

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Sections 1(f) and 1(h) below), if a at the time of exercise hereof there is no effective registration statement covering registering (or the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for use for) the issuance or resale, as applicable, by the Company to the Holder of such Exercise Notice all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement during any period that the Warrants are exercisable when the Registration Statement (as defined in the Registration Rights Agreement) covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shareseffective, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= A = the total number of shares with respect to which this Warrant is then being exercised. B= B = as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is (1) both executed and delivered pursuant to Section 1(c2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, and (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Notice of Exercise Notice if the date of such Notice of Exercise Notice is a Trading Day and such Notice of Exercise Notice is both executed and delivered pursuant to Section 1(c2(a) hereof after the close of “regular trading hours” on such Trading Day. C = the Exercise Price then in effect at the time of such exercise. Shares issued pursuant to a Cashless Exercise shall be treated as if they were issued upon the exercise of the Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be entitled in any circumstance whatsoever to receive a net cash settlement in lieu of physical settlement in shares of Common Stock and this Warrant shall not be redeemed by the Company in whole or in part for cash under any circumstances whatsoever.

Cashless Exercise. Notwithstanding anything contained herein to If at the contrary, if a time of exercise hereof there is no effective registration statement covering registering, or the issuance or prospectus contained therein is not available for the resale of the Warrant Shares that are by the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resaleHolder, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise then this Warrant may also be exercised, in whole or in part andpart, at such time by means of a “cashless exercise” in lieu which the Holder shall be entitled to receive a number of making the cash payment otherwise contemplated to be made Warrant Shares equal to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula quotient obtained by dividing [(a “Cashless Exercise”): Net Number = (A x A-B) - (A x CX)] by (A), where: (A) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= = as applicable: (i) the Closing Sale Price of the Common Stock VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is (1) both executed and delivered pursuant to Section 1(c2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c2(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock VWAP on the date of the applicable Notice of Exercise Notice if the date of such Notice of Exercise Notice is a Trading Day and such Notice of Exercise Notice is both executed and delivered pursuant to Section 1(c2(a) hereof after the close of “regular trading hours” on such Trading Day.; (B) = the Exercise Price of this Warrant, as adjusted hereunder; and (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c). “Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company. “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a and only if an effective registration statement covering the issuance or resale of the Warrant Shares shares of Common Stock that are subject to the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) Election to Purchase is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Sharesshares of Common Stock, the Registered Holder may, in its sole discretion, may exercise this a Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= A = the total number of shares with respect to which this a Warrant is then being exercised. B= B = the last VWAP immediately preceding the time of delivery of the Election to Purchase giving rise to the applicable “cashless exercise”, as applicable: set forth in the applicable Election to Purchase (i) to clarify, the Closing Sale Price of “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the principal securities exchange or trading market on which the Common Stock on is listed or quoted for trading is open for trading, the prior Trading Day immediately preceding Day’s VWAP shall be used in this calculation). C = the date Exercise Price then in effect for the applicable shares of Common Stock at the time of such exercise. In connection with any Cashless Exercise pursuant to this Section 3.3.2, the Warrant Agent will promptly deliver a copy of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant Election to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior Purchase to the opening Company to confirm the Net Number of “regular trading hours” (as defined shares of Common Stock issuable in connection with the Cashless Exercise. The Company shall calculate and transmit such calculations to the Warrant Agent, and the Warrant Agent shall have no obligation under this Section 3.3.2 to calculate, verify or confirm the Net Number of shares of Common Stock to be issued with respect to such Cashless Exercise. For purposes of Rule 600(b)(64144(d) of Regulation NMS promulgated under the federal securities laws) on such Trading DaySecurities Act, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock in effect on the date hereof, assuming the Registered Holder is not an affiliate of the applicable Company, the shares of Common Stock issued in a Cashless Exercise Notice if shall be deemed to have been acquired by the Registered Holder, and the holding period for the shares of Common Stock shall be deemed to have commenced, on the date the Warrant was originally issued. Also, the shares of such Common Stock issued in a Cashless Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after shall take on the close registered characteristics of “regular trading hours” on such Trading Daythe Warrant being exercised.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if at any time when a registration statement (which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “applicable Exercise Notice Warrant Shares”) Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, then in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, the Holder may elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b)(77) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the Weighted Average Price on the Trading Day immediately preceding the date of the applicable Exercise Notice or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. If Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 1(d). Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to receive the cash payments contemplated pursuant to Sections 1(c) and 4(b), in no event will the Company be required to net cash settle a Warrant exercise. Any Cashless Exercise of this Warrant shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder by an amount equal to the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a Cashless Exercise and not the number of Warrant Shares actually received by the Holder.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement (which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the Weighted Average Price on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 1(f) below), if a registration statement covering at the time of exercise hereof the Registration Statement (as defined in the Securities Purchase Agreement) is not effective (or the prospectus contained therein is not available for use) for the issuance or resale by the Company to the Holder of all of the Warrant Shares that are the subject and all of the Exercise Notice Warrant Shares are not then registered for resale by the Holder into the market at market prices from time to time on an effective registration statement for use on a continuous basis (or the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for the issuance or resaleuse), as applicable, of such Exercise Notice Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= A = the total number of shares with respect to which this Warrant is then being exercised. B= B = as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, or hereof and (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice contrary (the “Exercise Notice Warrant Shares”other than Section 1(f) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Sharesbelow), the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock Warrant Shares determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= B = as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering at the issuance or resale time of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resalean exercise hereof any Equity Conditions Failure shall then exist, as applicable, of such Exercise Notice Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive make a cashless exercise (each a “Cashless Exercise”) under this paragraph (d). A Cashless Exercise under this paragraph (d) may be made, at the election of the Holder from time to time and irrespective of any other election to make a Cashless Exercise, so that upon such exercise Holder shall receive the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): formula: Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if the exercise of this Warrant occurs after the Effectiveness Deadline (as defined in that certain Registration Rights Agreement, dated as of the date of the Purchase Agreement, among the Company and the purchasers named therein) and a registration statement covering the issuance or resale of the shares of Common Stock that constitute Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares of Common Stock with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Exercise Notice or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrarycontrary (other than Section 1(f) below), if at the time of exercise hereof a registration statement covering is not effective (or the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) prospectus contained therein is not available for use) for the issuance or resale, as applicable, resale by the Holder of such Exercise Notice all of the Series A Warrant Shares, then the Holder may, in its sole discretion, exercise this Series A Warrant in whole or in part and, in lieu by means of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the a “Net Numbercashless exercise” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = ) in which the Holder shall be entitled to receive a number of Series A Warrant Shares equal to the quotient obtained by dividing [(A x A-B) - (A x C) B For purposes of the foregoing formula)] by (A), where: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise Notice if such Notice of Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock VWAP on the date of the applicable Notice of Exercise Notice if the date of such Notice of Exercise Notice is a Trading Day and such Notice of Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day. B = the Exercise Price then in effect for the applicable Series A Warrant Shares at the time of such exercise. C = the number of Series A Warrant Shares that would be issuable upon exercise of this Series A Warrant in accordance with the terms of this Series A Warrant if such exercise were by means of a cash exercise rather than a Cashless Exercise. If the Series A Warrant Shares are issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Series A Warrant Shares take on the characteristics of the Series A Warrants being exercised. For purposes of Rule 144(d) promulgated under the 1933 Act, as in effect on the Subscription Date, it is intended that the Series A Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Series A Warrant Shares shall be deemed to have commenced, on the date this Series A Warrant was originally issued pursuant to the Securities Purchase Agreement. The Company agrees not to take any position contrary to this Section 1(d). The Holder shall include, together with the Exercise Notice, its calculation of the number of Series A Warrant Shares to be issued in respect of the exercise for which such Exercise Notice is delivered, including a “screen shot” from a Bloomberg L.P. terminal or similar documentation of the applicable VWAP used for such calculation.

Cashless Exercise. (1) Notwithstanding anything contained herein to the contrary, if at any time following the earlier of (x) [•], 20223 and (y) the Demand Effectiveness Deadline (as defined in the Registration Rights Agreement) of the Demand Registration Statement (as defined in the Registration Rights Agreement), if any, filed to register the Unavailable Warrant Shares for resale by the Holder, a registration statement Registration Statement covering the issuance or resale of the Unavailable Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, resale of such Exercise Notice Unavailable Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “"Net Number” " of shares of Common Stock ADSs determined according to the following formula (a “"Cashless Exercise”"): Net Number = 3 Insert date that is six (A x B6) - (A x C) B months immediately following the Shares Closing Date. For purposes of the foregoing formula: A= the total number of shares ADSs with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Weighted Average Price of the Common Stock ADSs on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “"regular trading hours” " (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (x) the Weighted Average Price of the ADSs on the Trading Day immediately preceding the date of the applicable Exercise Notice or (y) the Bid Price of the Common Stock ADSs on the principal trading market for the ADSs as reported by Bloomberg as of the time of the Holder’s 's execution of the applicable Exercise Notice if such Exercise Notice is executed during “"regular trading hours” " on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of "regular trading hours" on a Trading Day) pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Weighted Average Price of the Common Stock ADSs on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “"regular trading hours” " on such Trading Day.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if The Option may only be exercised as a registration statement covering the issuance or resale cashless exercise. Upon exercise of the Warrant Shares that are the subject Option, ZixIt will receive "N" number of the Exercise Notice (the “Exercise Notice Warrant Shares”) shares, where "N" is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula formula: N = [(a “Cashless Exercise”): Net Number = then-current Lante per share stock price minus $7.00) multiplied by (A x B) - (A x C) B the number of shares sought to be exercised)], divided by the then-current Lante stock price. For purposes of this calculation the foregoing formula: A= "then-current" Lante stock price inside the total number brackets (i.e., for the numerator only) will be capped at $37.00. Subject to the preceding sentence, for purposes of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) calculation, the Closing Sale Price "then-current" Lante stock price will be the average of the Common Stock on closing prices of the Trading Day immediately Lante stock for the ten trading days preceding the date of exercise. If the applicable Exercise Notice if such Exercise Notice Option is exercised in full, ZixIt shall, upon request, surrender this Agreement to Lante for cancellation. If the Option is exercised in part, ZixIt shall surrender this Agreement to Lante so that Lante may make appropriate notation hereon and shall promptly return this Agreement to ZixIt. If the Lante stock is not publicly traded (1) both executed and delivered pursuant i.e., there is no quoting closing price), the then-current price will be its fair market value, determined as provided in Section 15 below. Subject to Section 1(c8, after the exercise of the Option in whole or in part, Lante shall promptly (and no later than five business days thereafter) hereof on issue and deliver a day that is not a Trading Day or (2) both executed and delivered pursuant certificate representing the number of shares of Lante Common Stock as to which the Option has been exercised. The shares of Lante Common Stock issuable upon the exercise of the Option are subject to the transfer restrictions noted in Section 1(c) hereof on a Trading Day 8 below and, if issued prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the Bid Price lapse of the Common Stock restrictions, will bear an appropriate legend. Other than as stated in the preceding sentence and in Section 8, Lante agrees to deliver the underlying stock certificates, free and clear of any restrictive legends, registered as designated by ZixIt or its designee, in time to permit normal-way settlement of a simultaneous exercise of the time Option and sale of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the underlying Lante Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after the close of “regular trading hours” on such Trading DayStock.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a (i) During such periods as there is not an effective registration statement covering under the issuance or resale Securities Act of the Warrant Shares that are the subject of the Exercise Notice 1933, as amended (the “Exercise Notice Warrant SharesSecurities Act”) is not ), registering, and no current prospectus available for the issuance or resale, as applicable, of such Exercise Notice Warrant Sharesfor, the resale by the Registered Holder of any Warrant Shares (except to the extent due to any actions or inactions of the Registered Holders under the Registration Rights Agreement dated as of [•], 2013 by and among the Company and the Purchaser (as defined therein)), the Registered Holder may, in at its sole discretionoption, elect to exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made 1 NTD: A per share amount equal to the Company upon such exercise in payment greater of (a) $0.61 (the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price closing price of the Common Stock on the Trading Day trading day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c) hereof on a Trading Day prior to the opening date hereof (subject to appropriate adjustment in the event of “regular trading hours” any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock)) and (b) to the extent that warrants to purchase shares of Common Stock are issued in the Qualified Financing, the per share exercise price of the warrants issued in such Qualified Financing. Warrant, in whole or in part, on a cashless basis, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by or on behalf of the Registered Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, by canceling a portion of this Warrant in payment of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. In the event of an exercise pursuant to this subsection 1(b), the number of Warrant Shares issued to the Registered Holder shall be determined according to the following formula: X = Y(A-B) Where: X = the number of Warrant Shares that shall be issued to the Registered Holder; Y = the number of Warrant Shares for which this Warrant is being exercised (which shall include both the number of Warrant Shares issued to the Registered Holder and the number of Warrant Shares subject to the portion of the Warrant being cancelled in payment of the Purchase Price); A = the Fair Market Value (as defined in Rule 600(b)(64below) of Regulation NMS promulgated under one share of Common Stock; and B = the federal securities laws) on such Trading Day, (ii) the Bid Purchase Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(c) hereof, or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c) hereof after the close of “regular trading hours” on such Trading Daythen in effect.

Cashless Exercise. Notwithstanding anything contained herein to the contrary, if at any time on or after the Initial Exercisability Date a registration statement covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which this Warrant is then being exercised. B= as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(c1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(c1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the Weighted Average Price on the Trading Day immediately preceding the date of the applicable Exercise Notice or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 1(c1(a) hereof, hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(c1(a) hereof after the close of “regular trading hours” on such Trading Day. C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. If Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 1(d). Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to receive the cash payments contemplated pursuant to Sections 1(c) and 4(b), in no event will the Company be required to net cash settle a Warrant exercise.