Common use of Delivery of Certificates Upon Exercise Clause in Contracts

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) Rule 144 is available, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within by the date that is three (3) Business Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vi) prior to the issuance of such shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective registration statement permitting Registration Statement covering the resale issuance of the Warrant Shares and to the Holder or (B) otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within Exercise, in either case, by the date that is three (3) Business Days from business days after the delivery to the Company of the Notice of Exercise FormForm (such date, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the Exercise Price is received by foregoing have been delivered to the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by properly exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(c)(vi) prior to the issuance of such shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid...

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required) and, except upon exercise hereof pursuant to Section 2(c), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice Company, or, in the case of a cashless exercise is receivedpursuant to Section 2(c), upon delivery of the Notice of Exercise Form from the Holder. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise pursuant to Section 2(c) above) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the shares are eligible for resale of the Warrant Shares without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 5 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent to the Holder by (i) if shares to be issued are not “restricted securities” (“Restricted Securities”) within the meaning of Rule 144 of the Securities Act of 1933, as amended, by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting Registration Statement covering the resale issuance of the Warrant Shares to the Holder and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within Exercise, in either case, by the date that is three (3) Business Days from business days after the delivery to the Company of the Notice of Exercise FormForm (such date, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”), or (ii) if the shares to be issued are Restricted Securities by physical delivery of a certificate representing such shares. This Warrant shall be deemed to have been exercised on the first date on which all of the Exercise Price is received by foregoing set forth in Section 2(a) hereof have been delivered to the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by properly exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(c)(vi) prior to the issuance of such shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent for its Common Stock (the “Transfer Agent”) to the Holder by (i) crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares and otherwise by the Holder ; or (ii) by physical delivery to the address specified by the Holder in the Notice of Exercise within by the date that is three (3) Business Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (x) there is an effective registration statement Registration Statement permitting the resale of the Warrant Shares by the Holder, or (y) such shares may be sold pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise Exercise, within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise FormForm annexed hereto properly endorsed, surrender of this Warrant (if required), Option and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant "Option Share Delivery Date”"). This Warrant Option shall be deemed to have been exercised on the date the Exercise Price is Price, the properly endorsed Notice of Exercise Form and the Option are received by the Company (or notice of cashless exercise is received)Company. The Warrant Option Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein therein, shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant Option has been exercised by delivery to the Company of the properly endorsed Notice of Exercise Form and the Option and payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for Subject to and in reliance on Holder’s covenant in Section 7(b) of the Registration Rights Agreement, in the event of the exercise of this Warrant at a time when a Registration Statement covering the resale of the Warrant Shares is effective under the Securities Act, certificates for shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise Exercise, within three (3) Business Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the if applicable) (“Warrant Share Delivery Date”). This Warrant or any portion thereof shall be deemed to have been exercised on the date the Exercise Price Notice is received by delivered to the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all any taxes required to be paid by the Holder, if any, pursuant to Holder by the proviso of Section 1(c)(v2(e)(viii) prior to the issuance of such shares, below have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within by the date that is three (3) Business Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the Exercise Price is received by foregoing have been delivered to the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(c)(v) prior to the issuance of such shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting system, so long as the resale of the Warrant Shares certificates therefor are not required to bear a legend regarding restriction on transferability, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent (or by the Company in the event the Company has no transfer agent and, in such event certificates must be transmitted by physical delivery to the Holder) of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v) prior to the issuance of such shares, have been paid. The Company and the Holder may also agree to make arrangements for the delivery of the Warrant Shares, and the payment of the aggregate Exercise Price, by means of “DVP”, as described in the Subscription Agreement.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date (a) the Exercise Price is received by the Company or (or notice of b) notification to the Company that this Warrant is being exercised pursuant to a cashless exercise is received)provision set forth in Section 2(c) above. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Trading Days from the delivery to receipt by the Company of the Notice of Exercise FormExercise, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice Company, if such date is after Notice of cashless exercise is received)Exercise and this Warrant are received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three by the date that is five (35) Business Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(c)(v) prior to the issuance of such shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting system, so long as the resale of the Warrant Shares certificates therefor are not required to bear a legend regarding restriction on transferability, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(v) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(v) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective registration statement Registration Statement permitting the resale of the Warrant Shares by the Holder or this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the shares are eligible for resale of the Warrant Shares without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price Price, if any, is received by the Company (or notice on date the Notice of cashless exercise Exercise is received), if it reflects a cashless exercise. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Trading Days from the delivery to receipt by the Company of the Notice of Exercise Form, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice Company, if such date is after Notice of cashless exercise is received)Exercise Form and this Warrant are received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “"Warrant Share Delivery Date”"). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by the Company or by the Transfer Agent by physical delivery to the address specified by the Holder in the Exercise Notice of Exercise promptly following, or if required by law, within three (3) Business Trading Days from from, the delivery to the Company of the Notice of duly executed Exercise FormNotice, surrender of this Warrant (and, if required)applicable, and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above in Section 2(a) (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on exercised, the date the Exercise Price is received by the Company (or notice of cashless exercise is received). The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares of Common Stock for all purposes, as of on the date the Company receives the duly executed Exercise Notice, this Warrant has been exercised by payment and the Exercise Price (unless such exercise is pursuant to the Company Section 2(c) in which case receipt of the Exercise Price is not applicable), and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(v) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company or its transfer agent is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares or another established clearing corporation performing similar functions, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within by the date that is three (3) Business Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the Exercise Price is received by foregoing have been delivered to the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vi) prior to the issuance of such shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Trading Days from the delivery to receipt by the Company of the Notice of Exercise FormExercise, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice Company, if such date is after Notice of cashless exercise is received)Exercise and this Warrant are received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v1(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 5 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above above, provided that if the Warrant Shares issuable at such time require a legend pursuant to Section 4.1 of the Purchase Agreement, such shares shall be delivered via certificated form to the Holder (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issuedtransferred, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance transfer of such shares, have been paid. If the Company fails for any reason to deliver to the Holder certificates evidencing the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, and the Company has received written notice of such failure, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $2,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day for each Trading Day after such Warrant Share Delivery Date until such certificates are delivered.

Delivery of Certificates Upon Exercise. Certificates for Subject to and in reliance on Xxxxxx’s covenant in Section 6(b) of the Registration Rights Agreement, in the event of exercise of this Warrant at a time when a Registration Statement covering the resale of the Warrant Shares is effective under the Securities Act, certificates for shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective registration statement permitting Registration Statement covering the resale issuance of the Warrant Shares to the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within Exercise, in either case, by the date that is three (3) Business Days from business days after the delivery to the Company of the Notice of Exercise FormForm (such date, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the Exercise Price is received by foregoing have been delivered to the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by properly exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vi) prior to the issuance of such shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within by the date that is three (3) Business Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the Exercise Price is received by foregoing have been delivered to the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(c)(vi) prior to the issuance of such shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting system, or, if requested by the resale of the Warrant Shares and otherwise Holder, by physical delivery of a stock certificate to the address specified by the Holder in the Notice of Exercise within by the date that is three (3) Business Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the Exercise Price is received by foregoing have been delivered to the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vi) prior to the issuance of such shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares issuable upon the Warrant Shares purchased or exercised hereunder exercise hereof shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares such shares are eligible for legend removal, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three on the date that is no more than five (35) Business Days from after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the latter of the date the Warrant has been exercised by and payment to the Company of the Exercise Price has been made in good funds by either certified check, wire transfer or other similar payment method and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(c)(v) prior to the issuance of such shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Trading Days from the delivery to receipt by the Company of the Notice of Exercise Form, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice Company, if such date is after Notice of cashless exercise is received)Exercise Form and this Warrant are received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective registration statement Registration Statement permitting the resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Days from promptly after the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice accompanied by the Notice of cashless exercise is received)Exercise Form. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(c)(v) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates At the written request of the Holder, the Company shall cause certificates for the Warrant Shares purchased or exercised hereunder shall to be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise Exercise, within three (3) Business Trading Days from the delivery to receipt by the Company of the Notice of Exercise Form, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice Company, if such date is after the Notice of cashless exercise is received)Exercise Form and this Warrant are received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person Person so designated to be named therein shall be deemed to have become a holder of record of such shares Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (x) there is an effective registration statement Registration Statement permitting the resale of the Warrant Shares by the Holder, or (y) such shares may be sold pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise Exercise, within three (3) Business Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder after the effective date of the Registration Statement by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vii) prior to the issuance of such shares, have been paid. If the Company does not have an effective registration statement for the common shares underlying the warrants, the provisions of Section 4 (d) will apply in the event the Holder wants to exercise these warrants.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s Company or the transfer agent to the Holder by crediting the account of the Holder’s broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares may be issued pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with applicable state securities laws, by physical delivery to the address specified by the Holder in the Notice of Exercise within by the date that is three (3) Business Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required)Warrant, and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (such date, the “"Warrant Share Delivery Date”"). This Warrant shall be deemed to have been exercised on the first date on which all of the Exercise Price is received by foregoing have been delivered to the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price and all taxes (other than transfer taxes) required to be paid by the Holder, if any, pursuant to Section 1(c)(v) prior to the issuance of such shares, have been paidand the issuance of certificates for the shares purchased hereunder.

Delivery of Certificates Upon Exercise. Certificates Subject to Section 5(e) of this Warrant, certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent for the Ordinary Shares (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within by the date that is three (3) Business Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the Exercise Price is received by foregoing have been delivered to the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(c)(vi) prior to the issuance of such shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within by the date that is three (3) Business Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above above, including by means of a “cashless exercise” (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(c)(v) prior to the issuance of such shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Xxxxxx, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within by the date that is three (3) Business Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(c)(v) prior to the issuance of such shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery DateWARRANT SHARE DELIVERY DATE”). This Warrant shall be deemed to have been exercised on the with respect to the Warrant Shares exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission Fast Automated Securities Transfer Program (“DWACFAST”) system if the Company Company’s transfer agent is then a participant in such system program and either (x) there is an effective registration statement Registration Statement permitting the resale of the Warrant Shares by the Holder, or (y) such shares may be sold pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise Exercise, within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Date. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the representing Warrant Shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) 3 Business Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the legend is not required under applicable securities laws, such Warrant Shares shall be issued free of all legends on or before the Warrant Share Delivery Date. This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery actual receipt (if received prior to noon Pacific time, otherwise four Trading Days) by the Company (with facsimile confirmation to the Company Company) of the Notice of Exercise Form, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”"WARRANT SHARE DELIVERY DATE"). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to receipt by the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice Company, if such date is after the date(s) the Notice of cashless exercise is received)Exercise Form and this Warrant are received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date (a) the Exercise Price is received by the Company or (or notice of b) notification to the Company that this Warrant is being exercised pursuant to the cashless exercise is received)provision set forth in Section 2(c) above. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and either there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within by the date that is three (3) Business Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vi) prior to the issuance of such shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the shares are eligible for resale of the Warrant Shares without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Days five business days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates If required pursuant to Section 4.1 of the Purchase Agreement, certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”"WARRANT SHARE DELIVERY DATE"). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares and otherwise by physical delivery to the address specified by the Holder in the Notice date that is ten (10) Trading Days after the latest of Exercise within three (3A) Business Days from the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the Exercise Price is received by foregoing have been delivered to the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v1(d)(vi) prior to the issuance of such shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder and in connection with such issuance or resale such Warrant shares are sold by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three by the date that is five (35) Business Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)above. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vi) prior to the issuance of such sharesWarrant Shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “"Warrant Share Delivery Date”"). This Warrant shall be deemed to have been exercised on the date (a) the Exercise Price is received by the Company or (or notice of b) notification to the Company that this Warrant is being exercised pursuant to a cashless exercise is received)provision set forth in Section 2(c) above. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent for the Common Stock (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the issuance of the Shares to or resale of the Warrant Shares by the Holder, and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise within by the date that is three (3) Business Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Purchase Price (unless cashless exercise is utilize) as set forth above (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received). The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares Shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Purchase Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v1(b)(v) below, prior to the issuance of such sharesShares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Deposit/Withdrawal Agent Commission at Custodian (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Trading Days from after the delivery to receipt by the Company of the Notice of Exercise FormExercise, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice Company, if such date is after Notice of cashless exercise is received)Exercise and this Warrant are received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(f)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares ADSs representing shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system system, if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares available, and otherwise by physical delivery of the ADRs representing such Warrant Shares to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares (represented by the ADRs) shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its the Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(v) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company Transfer Agent is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares such certificates are not required to be issued with a restrictive legend, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(v) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the aggregate Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the aggregate Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective registration statement Registration Statement for the issuance or permitting the resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s Company or its transfer agent agent, if applicable, to the Holder by crediting the account of the Holder’s broker custodian with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Days trading days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (Company, or notice in the event of a cashless exercise exercise, the date that the Notice of Exercise is received)received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v1(d)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted delivered by physical delivery to the address specified by the Company’s transfer agent Holder in the Election to Purchase (in Exhibit A) within three Trading Days from the delivery to the Holder by crediting the account Company of the Holder’s broker with Election to Purchase, surrender of this Warrant (if required) and payment of the aggregate Exercise Price as set forth above, subject to Section 1(c) (“Warrant Share Delivery Date”); provided, however, if the Company is a participant in the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if system, such shares shall be transmitted by the transfer agent of the Company is then a participant in such to the Holder by crediting the account of the Holder’s prime broker with the DWAC system and there is an effective registration statement Registration Statement permitting the resale of the Warrant Shares and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”)Holder. This Warrant shall be deemed to have been exercised on the date of the Election to Purchase and the Exercise Price (subject to Section 1(c)) is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v1(d)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares shares are otherwise able to be issued pursuant to such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is then a participant in such system and either (A) there is an effective registration statement Registration Statement permitting the resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”"WARRANT SHARE DELIVERY DATE"). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company depository trust company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares and otherwise or by physical delivery of the certificates for the shares to the address specified by the Holder in the Notice of Exercise within by the date that is three (3) Business Days from business days after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), the exercise is a Cashless Exercise) and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above if the exercise is a Cash Exercise (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the Exercise Price is received by foregoing have been delivered to the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by properly exercised, with payment to the Company of the Exercise Price (or by surrender of this Warrant and Notice of Exercise if a Cashless Exercise) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2.e.(vi) prior to the issuance of such shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for shares issuable upon the Warrant Shares purchased or exercised hereunder exercise hereof shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares such shares are eligible for legend removal, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three on the date that is no more than five (35) Business Days from after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the latter of the date the Warrant has been exercised by and payment to the Company of the Exercise Price has been made in good funds by either certified check, wire transfer or other similar payment method and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(v) prior to the issuance of such shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective registration statement Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (including by cashless exercise, if permitted) (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale such certificates are required to be free of any legends pursuant to Section 4.1 of the Warrant Shares Purchase Agreement, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”Date”)(unless a delay is a result of a Force Majeure, provided the Company continues to use commercially reasonable efforts to ultimately perform its obligations hereunder). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of certificates to the address specified by the Holder in the Notice of Exercise within three (3) Business Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale such certificates are required to be free of any legends pursuant to Section 4.1 of the Warrant Shares Purchase Agreement, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”Date”)(unless a delay is a result of a Force Majeure, provided the Company continues to use commercially reasonable efforts to ultimately perform its obligations hereunder). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares are eligible for entry on the DWAC system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery actual receipt (if received prior to noon Pacific time, otherwise four Trading Days) by the Company (with facsimile confirmation to the Company Company) of the Notice of Exercise Form, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been deemed to have been exercised hereunder by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised transferred hereunder shall be transmitted by the Company’s transfer agent Company to the Holder by crediting the account of the Holder’s broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares and otherwise by physical delivery to the address specified by the Holder in the Notice of Warrant Exercise Form within three (3) 5 Business Days from the delivery to the Company of the Notice of Warrant Exercise Form, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “"Warrant Share Delivery Date”"). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v) prior to the issuance of such shares, have been paid. Certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent to the Holder by crediting the account of the Holder’s broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares and otherwise delivered by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”); provided, however, if the Company is a participant in the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system, such shares shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the DWAC system and there is an effective Registration Statement permitting the resale of the Warrant Shares by the Holder. This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the The Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v) prior to the issuance of such shares, have been paid. The Company and the Holder may also agree to make arrangements for the delivery of the Warrant Shares, and the payment of the aggregate Exercise Price, by means of “DVP”, as described in the Subscription Agreement.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Days from the after delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission at Custodian (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective registration statement Registration Statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within by the date that is three (3) Business Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the Exercise Price is received by foregoing have been delivered to the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vi) prior to the issuance of such shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates The Company shall cause certificates for the Warrant Shares purchased or exercised hereunder shall to be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise Exercise, within three (3) Business Trading Days from the delivery to receipt by the Company of the Notice of Exercise FormExercise, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”"WARRANT SHARE DELIVERY DATE"). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice Company, if such date is after the date on which the Notice of cashless exercise is received)Exercise and this Warrant are received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person Person so designated to be named therein shall be deemed to have become a holder of record of such shares Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date that is the later of (x) the date the Notice or Exercise has been delivered to the Company and (y) the date the aggregate Exercise Price is received by has been delivered to the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the unless exercised by means of a cashless exercise) (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice in the case of a cashless exercise exercise, the date this Warrant is receivedsurrendered). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or in the case of a cashless exercise, the date this Warrant is surrendered) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v) prior to the issuance of such shares, have been paidpaid irrespective of the date such Warrant Shares are credited to the Holder’s DWAC account, or the date of delivery of certificates evidencing the Warrant Shares, as the case may be.

Delivery of Certificates Upon Exercise. Certificates The Company shall cause certificates for the Warrant Shares purchased or exercised hereunder shall to be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s 's prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise Exercise, within three (3) Business Trading Days from the delivery to receipt by the Company of the Notice of Exercise Form, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery "WARRANT SHARE DELIVERY Date”"). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice Company, if such date is after the Notice of cashless exercise is received)Exercise Form and this Warrant are received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person Person so designated to be named therein shall be deemed to have become a holder of record of such shares Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for Subject to and in reliance on Holder’s representations and covenants in the Purchase Agreement, in the event of the exercise of this Warrant at a time when a Registration Statement covering the resale of the Warrant Shares is effective under the Securities Act, certificates for shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise Exercise, within three (3) Business Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement Registration Statement permitting the resale issuance of the Warrant Shares to the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within by the date that is three (3) Business Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise Form, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the first date on which all of the Exercise Price is received by foregoing have been delivered to the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vi) prior to the issuance of such shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder Purchaser by crediting the account of the Holder’s Purchaser's prime broker with the Depository Trust Company DTC through its Deposit Withdrawal Agent Commission (“"DWAC”") system if the Company is then a participant in such system and there is an effective registration statement Registration Statement permitting the resale of the Warrant Shares by the Purchaser, and otherwise by physical delivery to the address specified by the Holder Purchaser in the Exercise Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise FormNotice, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Warrant Calculation Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”"WARRANT SHARE DELIVERY DATE"). This Warrant shall be deemed to have been exercised on the date the Exercise Warrant Calculation Price is received by the Company (or notice the date the Exercise Notice is received by the Company in the case of a "cashless exercise is receivedexercise" of this Warrant). The Warrant Shares shall be deemed to have been issued, and Holder the Purchaser or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the HolderPurchaser, if any, pursuant to Section 1(c)(v) 8 prior to the issuance of such shares, have been paid.. ------------------------- (1) 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Closing Date

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) 3 Business Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date (a) the Exercise Price is received by the Company or (or notice of b) notification to the Company that this Warrant is being exercised pursuant to a cashless exercise is received)provision set forth in Section 2(d) above. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(iv) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s broker or its designee’s balance account with the The Depository Trust Company through its Deposit or Withdrawal Agent Commission at Custodian system (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares and otherwise by physical delivery Xxxxxx, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise within by the date that is three (3) Business Trading Days from after the latest of (A) the delivery to the Company of the Notice of Exercise FormExercise, (B) surrender of this Warrant (if required), ) and (C) payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (such date, the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vi) prior to the issuance of such shares, have having been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement Registration Statement permitting the resale issuance of the Warrant Shares to the Holder, and otherwise by physical delivery of a certificate to the address specified by the Holder in the Notice of Exercise within by the date that is three (3) Business Trading Days from after the delivery to the Company of the Notice of Exercise Form(such date, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)‎(v) prior to the issuance of such shares, have having been paid. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise Exercise. The Company shall instruct its transfer agent within three (3) Business 5 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”)) to deliver the certificates for the shares in the manner set forth above. This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and either (A) there is an effective registration statement permitting Registration Statement for the resale issuance of the Warrant Shares by the Company or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company and/or BVTI, as applicable, is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) or BVTI Exercise Price, as applicable, as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price and/or BVTI Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares and/or BVTI Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and/or BVTI Exercise Price, as applicable, (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price Price, and all taxes required to be paid by the Holder, pursuant to Section 2(c)(vi), if any, pursuant to Section 1(c)(v) prior to the issuance of such shares, have been paidpaid irrespective of the date such Warrant Shares are credited to the Holder’s DWAC account, or the date of delivery of certificates evidencing the Warrant Shares, as the case may be.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder Holder, if such shares are issuable without legend pursuant to Section 4.1(c) of the Purchase Agreement, by crediting the account of in the Holder’s name held at the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting the resale of the Warrant Shares and otherwise or if not issuable without legend, by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(d)(vi) prior to the issuance of such shares, have been paid. The Holder hereby acknowledges that if the Registration Statement is not declared effective by the Commission, the Warrant Shares will not be registered under the Securities Act and unregistered shares will be issued upon exercise of the Warrant.

Delivery of Certificates Upon Exercise. Certificates To the extent permitted by applicable federal securities laws, certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement permitting if the resale of the Warrant Shares certificates may be issued without a restrictive legend in accordance with applicable federal securities laws, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three five (35) Business Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v1(d)(vii) prior to the issuance of such shares, have been paid.

Delivery of Certificates Upon Exercise. Certificates for the Warrant Shares shares purchased or exercised hereunder shall be transmitted by the Company’s transfer agent of the Company to the Holder by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company is then a participant in such system and there is an effective registration statement Registration Statement permitting the resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise within three (3) Business 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), ) and payment of the aggregate Exercise Price (unless cashless exercise is utilize) as set forth above (the “Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company (or notice of cashless exercise is received)Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 1(c)(v2(e)(vi) prior to the issuance of such shares, have been paid.