Common use of Exercise and Payment Clause in Contracts

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder Holder may exercise a Warrant by delivering, not later than 5:00 P.M.p.m., New York City time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case a duly executed e-mail or facsimile copy of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying such Warrant in the Warrants to be exercised form included on the reverse side of the applicable Warrant Certificate (an “Election to Purchase”), properly completed ) and executed by (ii) unless the registered holder on the reverse of the Warrant Certificate or, cashless exercise procedure specified in Section 3.3.9 below is specified in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the applicable Election to Purchase, the aggregate Exercise Price for the shares specified in the applicable Election to Purchase by wire transfer or cashier’s check drawn on a United States bank. No ink-original Election to Purchase shall be required. Unless Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the exercising Holder, no medallion guarantee (Cor other type of guarantee or notarization) of any Election to Purchase form shall be required. Notwithstanding anything herein to the contrary, a Holder shall not be required to physically surrender such Holder’s Warrant Price therefor, is received by Certificate to the Warrant Agent after 5:00 P.M.or the Company until such Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised in full, New York time, on the specified Exercise Datein which case, the Warrants will be deemed Holder shall surrender such Holder’s Warrant Certificate to be received and exercised on the business day next succeeding Warrant Agent for cancellation at the Exercise Date. If same time that the date specified as the Exercise Date final Election to Purchase is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned Agent. Partial exercises of any Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the applicable number of Warrant Agent in respect of an exercise or attempted exercise of WarrantsShares purchased. The validity of any exercise of Warrants will be determined by the Company in its sole discretion Holder and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment deliver any objection to any Election to Purchase within one (1) Trading Day of the Warrant Price in the account receipt of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingnotice.

Exercise and Payment. A registered holder Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York City time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (an “Election to Purchase”), properly completed and executed by the registered holder Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York City time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicableHolder. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any If there is a dispute as to whether a Warrant delivered for exercise of Warrants will be determined by on the Company in its sole discretion and such determination will be final and binding upon the registered holder or ParticipantExpiration Date is valid, as applicable, and the Warrant AgentAgent shall have the right to rely on the Company’s determination as to whether such exercise is valid. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, Holder of the invalidity of any exercise of any Warrants. The Warrant Agent shall promptly deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by delivering to the Warrant Agent, a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed to the Warrant Certificate. In the case of the Holder of a Global Certificate, the Holder shall deliver the executed Notice of Exercise and payment of the Exercise Price pursuant to Section 2(a) and Section 2(b) of the Warrant Certificates (other than in the case of a Cashless Exercise). Notwithstanding any other provision in this Warrant Agreement, a holder whose interest in a Warrant is a beneficial interest in a Global Certificate held in book-entry form through the DTC (or another established clearing corporation performing similar functions), shall effect exercises by deliveringdelivering to the DTC (or such other clearing corporation, not later than as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the DTC (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Warrant Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. The “Exercise Date” will be the date on which the materials in the foregoing sentence are received by the Warrant Agent (if by 5:00 P.M., New York City time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, following Trading Day (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent if after 5:00 P.M., New York City time), regardless of any earlier date written on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Datematerials. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants materials discussed in this Section 3.3.1 are received or deemed to be received after the Expiration Termination Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent Company will be returned to the registered holder Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Warrant Agent Company in respect of an exercise or attempted exercise of the Warrants. (b) The validity of any exercise of Common Warrants will shall cease to be determined by the Company in its sole discretion exercisable and such determination will be final shall terminate and binding upon the registered holder or Participant, become void and callable as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price set forth in the account of the Company maintained with the applicable Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingCertificate.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York Eastern time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) ), except as provided in 3.3.8, the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York Eastern time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York City time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (an “Election to Purchase”), properly completed and executed by the registered holder Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available fundsfunds payable to the Warrant Agent. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York City time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicableHolder. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, Holder of the invalidity of any exercise of any Warrants. The Warrant Agent shall promptly deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by delivering to the Warrant Agent, a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed to the Warrant Certificate. In the case of the Holder of a Global Certificate, the Holder shall deliver the executed Notice of Exercise and payment of the Exercise Price pursuant to Section 2(b) of the Warrant Certificate (other than in the case of a Cashless Exercise). Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Certificate held in book-entry form through the DTC (or another established clearing corporation performing similar functions), shall effect exercises by deliveringdelivering to the DTC (or such other clearing corporation, not later than as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the DTC (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. The “Exercise Date” will be the date on which the materials in the foregoing sentence are received by the Warrant Agent (if by 5:00 P.M., New York City time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, following Trading Day (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent if after 5:00 P.M., New York City time), regardless of any earlier date written on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Datematerials. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants materials discussed in this Section 3.3.1 are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent Company will be returned to the registered holder Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Warrant Agent Company in respect of an exercise or attempted exercise of the Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. Terms relating to the exercise of a Common Warrant are set forth in form of Common Warrant attached hereto as Exhibit B-1, which is incorporated by reference herein. Terms relating to the exercise of a Pre-Funded Warrant are set forth in form of Pre-Funded Warrant attached hereto as Exhibit B-2, which is incorporated by reference herein. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York Eastern time, on any business day Business Day during the applicable Warrant Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department offices designated for such purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown free on the records of the Depository DTC to an account of the Warrant Agent at the Depository DTC designated for such purpose in writing by the Warrant Agent to the Depository DTC from time to time, and (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase” and together with the Warrant Certificates and the Book-Entry Warrants, the “Warrant Exercise Documents”), properly completed and duly executed by the registered holder on the reverse of the Warrant Certificate Certificate, accompanied by a signature guarantee and such other documentation as the Warrant Agent may reasonably request, or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the DepositoryDTC’s procedures. Within one Trading Day after the Exercise Date, and (iii) such holder must pay the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by wire, certified or official bank check check, or by bank wire transfer transfer, in immediately available fundsfunds unless such holder has elected to make a cashless exercise pursuant to the terms of the Warrant. The term “Warrant Price” as used in this Warrant Agreement refers to price per share of Common Stock at which shares may be purchased at the time the Warrant is exercised. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York timeEastern Time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will a registered holder or Participant be entitled to interest accrue accrued on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of the Warrants. The Warrant Agent shall not have any responsibility or liability relating to the determination as to the validity of any exercise of Warrants which determination will be determined made by the Company in its sole discretion and such determination will be final and binding upon the applicable registered holder or Participant, as applicableholder, and the Warrant Agent. Neither Agent may rely upon the instructions of the Company nor regarding the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity validity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment not have any obligation to inform a registered holder of the Warrant Price in invalidity of any exercise of Warrants. If the account Company believes that an exercise by a registered holder is invalid the Company will promptly notify such registered holder of the Company maintained with such fact and the reasons why it believes the exercise was invalid and will provide a copy of such notice to the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its accountas soon as practicable. The Warrant Agent shall promptly confirm such telephonic advice forward funds received for Warrant exercises, during any month, by the 5th Business Day of the following month by wire transfer to an account designated by the Company in writing.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by delivering to the Warrant Agent, a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed to the Warrant Certificate. In the case of the Holder of a Global Certificate, the Holder shall deliver the executed Notice of Exercise and payment of the Exercise Price pursuant to Section 2(a) and Section 2(b) of the Warrant Certificates (other than in the case of a Cashless Exercise or alternative cashless exercise). Notwithstanding any other provision in this Warrant Agreement, a holder whose interest in a Warrant is a beneficial interest in a Global Certificate held in book-entry form through the DTC (or another established clearing corporation performing similar functions), shall effect exercises by deliveringdelivering to the DTC (or such other clearing corporation, not later than as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the DTC (or such other clearing corporation, as applicable). The Company hereby acknowledges and agrees that, with respect to a Holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), upon delivery of irrevocable instructions to such Holder’s Participant to exercise such Warrants, that solely for purposes of Regulation SHO that such Holder shall be deemed to have exercised such Warrants. The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Warrant Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. The “Exercise Date” will be the date on which the materials in the foregoing sentence are received by the Warrant Agent (if by 5:00 P.M., New York City time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, following Trading Day (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent if after 5:00 P.M., New York City time), regardless of any earlier date written on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Datematerials. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants materials discussed in this Section 3.3.1 are received or deemed to be received after the Expiration Termination Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent Company will be returned to the registered holder Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Warrant Agent Company in respect of an exercise or attempted exercise of the Warrants. (b) The validity of any exercise of Common Warrants will shall cease to be determined by the Company in its sole discretion exercisable and such determination will be final shall terminate and binding upon the registered holder or Participant, become void and callable as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price set forth in the account of the Company maintained with the applicable Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingCertificate.

Exercise and Payment. A registered holder Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York City time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust actions department (i) the Warrant Certificate evidencing the Warrants to be exercised, orif applicable, or in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (a “Election to PurchaseNotice of Exercise”), properly completed and executed by the registered holder on Holder in the reverse of form annexed to the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) within three Trading Days of the Warrant date such Notice of Exercise is delivered, the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds, or, if available, pursuant to the cashless exercise procedure specified in Section 2(c) of the Form of Warrant. The Warrant Agent shall have no duty or obligation to determine the validity or completeness of any Notice of Exercise or to deliver an objection to a Notice of Exercise to any Holder. Notwithstanding anything to the contrary in the Form of Warrant, the Holder shall be required to physically surrender a Warrant Certificate in physical form in order to exercise any portion of such Warrant Certificate. If any of (A) the Warrant Certificate Certificate, if applicable, or the Book-Entry Warrants, or (B) the Election to Purchase, or (C) the Warrant Price thereforNotice of Exercise, is received by the Warrant Agent after 5:00 P.M., New York City time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the specified Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicableHolder. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company Warrant Agent in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, Holder and the Warrant AgentCompany. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, Holder of the invalidity of any exercise of any Warrants. The Warrant Agent shall promptly deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A Subject to the provisions of this Warrant Agreement, a registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department office designated for such purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised exercised, and all applicable taxes and charges due in connection with the exercise of such Warrants, in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, and all applicable taxes and charges due in connection therewith, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Dateany date, or on a date that is not a business day, the Warrants with respect thereto will be deemed to be have been received and exercised on the business day next succeeding such date. For the avoidance of doubt, the “Exercise Date. If ” will be the date specified as the Exercise Date is not a materials in the foregoing sentence are received by the Warrant Agent (if by 5:00 P.M., New York time), or the following business dayday (if after 5:00 P.M., the Warrants will be deemed to be received and exercised New York time), regardless of any earlier date written on the next succeeding day that is a business daymaterials. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, Participant and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agency Agreement, a Holder of a Definitive Certificate may exercise a Warrant Preferred Warrants evidenced by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) such Definitive Certificate by delivering to the Warrant Agent at its corporate trust department and the Company, a duly executed facsimile copy or PDF copy submitted by e-mail (ior e-mail attachment) of the Notice of Exercise in the form annexed to the Preferred Warrant Certificate. Notwithstanding any other provision in this Warrant Agency Agreement, a holder whose interest in a Preferred Warrant is a beneficial interest in a Global Certificate held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable). Any Holder exercising a Preferred Warrant shall deliver payment of the Exercise Price pursuant to Section 2(a) and Section 2(b) of the Preferred Warrant Certificate evidencing set forth in Exhibit B attached hereto. The Warrant Agent shall forward funds received for Preferred Warrant exercises by the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records fifth Business Day of the Depository to an account of the Warrant Agent at the Depository designated for following month after such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is funds are received by the Warrant Agent after 5:00 P.M., New York time, on by wire transfer to an account designated by the specified Exercise Date, Company. The Company acknowledges that the Warrants bank accounts maintained by the Warrant Agent in connection with the services provided under this Warrant Agency Agreement will be deemed in Computershare’s name, as agent for the Company, and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds (the “Funds”) held in those accounts from time to time. Until paid pursuant to the terms of this Warrant Agency Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Xxxxx’x (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be received and exercised on obligated to pay such interest, dividends or earnings to the business day next succeeding Company, any holder or any other party. If either the Exercise Date. If the date specified as Note or the Exercise Date is not a business day, the Warrants will be deemed price relating to be received and exercised on the next succeeding day that is a business day. If the Warrants an exercise are received or deemed to be received after the Expiration Termination Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.will

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York timeEastern Standard Time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form included in Exhibit D to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on the reverse behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender of the Warrant Certificate or, evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) unless the Warrant cashless exercise procedure specified in Section 3.3.7(b) or (c) below is permitted and specified in the applicable Notice of Exercise, deliver to the Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: BONE BIOLOGICS CORPORATION Bank Name: Bank of America Routing (ABA)#: 000000000 Beneficiary Account Name: Bone Biologics Corp. Beneficiary Account Number: 325024561271 No ink-original Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender the Warrants to the Company until the Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Election to Purchase is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Election to Purchase within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof. 1 Insert Date of Issuance. Any person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will such Election to Purchase shall be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingab initio.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via email or telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic by email or telephone advice to the Company in writingCompany.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York Eastern time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department offices designated for such purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, and (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase” and together with the Warrant Certificates and the Book-Entry Warrants, the “Warrant Exercise Documents”), properly completed and duly executed by the registered holder on the reverse of the Warrant Certificate Certificate, accompanied by a signature guarantee (if requested by the Warrant Agent) and such other documentation as the Warrant Agent may reasonably request, or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures. Within one Business Day after the Exercise Date, and (iii) such holder must pay the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by wire, certified or official bank check check, or by bank wire transfer transfer, in immediately available funds. The term “Warrant Price” as used in this Agreement refers to price per share of Common Stock at which shares may be purchased at the time the Warrant is exercised. If any of (A) the Warrant Certificate or the Book-Entry Warrants, or (B) the Election to Purchase, or (C) the Warrant Price therefor, Purchase is received by the Warrant Agent after 5:00 P.M., New York Eastern time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The Warrant Agent shall not have any responsibility or liability relating to the determination as to the validity of any exercise of Warrants which determination will be determined made by the Company in its sole discretion and such determination will be final and binding upon the applicable registered holder or Participant, as applicableholder, and the Warrant Agent. Neither Agent may rely upon the instructions of the Company nor regarding the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity validity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment not have any obligation to inform a registered holder of the Warrant Price in invalidity of any exercise of Warrants. If the account Company believes that an exercise by a registered holder is invalid the Company will promptly notify such registered holder of the Company maintained with such fact and the reasons why it believes the exercise was invalid and will provide a copy of such notice to the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its accountas soon as practicable . The Warrant Agent shall shall, promptly confirm such telephonic advice after Warrant Shares are issued, forward funds received for warrant exercises by wire transfer to an account designated by the Company in writing. All funds received by The Warrant Agent under this Agreement that are to be distributed or applied by the Warrant Agent in the performance of services (the “Funds”) shall be held by the Warrant Agent as agent for the Company and deposited in one or more bank accounts to be maintained by the Warrant Agent in its name as agent for the Company. Until paid pursuant to the terms of this Agreement, the Warrant Agent will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by Standard and Poor’s Corporation (LT Local Issuer Credit Rating), Mxxxx’x Investors Service, Inc. (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). the Warrant Agent shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by the Warrant Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party.

Exercise and Payment. A registered holder Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York City time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (an “Election to Purchase”), properly completed and executed by the registered holder Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York City time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicableHolder. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, Holder of the invalidity of any exercise of any Warrants. The Warrant Agent shall promptly deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York City time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (an “Election to Purchase”), properly completed and executed by the registered holder Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures; provided, however, that in no event shall (A) the Holder be required to deliver an originally executed Election to Purchase (a copy or facsimile of the Election to Purchase may be delivered to satisfy the requirement of this clause (A)) or (B) a medallion guarantee or other guarantee or notarization shall be required, and (iii) the Warrant Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York City time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicableHolder. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any If there is a dispute as to whether a Warrant delivered for exercise of Warrants will be determined by on the Company in its sole discretion and such determination will be final and binding upon the registered holder or ParticipantExpiration Date is valid, as applicable, and the Warrant AgentAgent shall have the right to rely on the Company’s determination as to whether such exercise is valid. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, Holder of the invalidity of any exercise of any Warrants. The Warrant Agent shall promptly deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder, or the Participant on behalf of the Holder, upon the instruction of the Holder, may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department office designated for such purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository DTC (or in Definitive Certificate form, if such Warrants have been certificated and are being exercised in full, to the Warrant Agent) to an account of the Warrant Agent at the Depository DTC designated for such purpose in writing by the Warrant Agent to the Depository DTC from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate orexercised, in the case form annexed as Annex B hereto (“Notice of a Book-Entry Warrant CertificateExercise”), properly delivered by the Participant (or the Holder ,if the Warrants are certificated) in accordance with the DepositoryDTC’s procedures, and (iii) the Warrant Exercise Price for each Warrant to be exercised exercised, and all applicable taxes and charges due in connection with the exercise of such Warrants. In the event the Holder holds a Warrant in certificated form, the Exercise Price for each Warrant to be exercised, and all applicable taxes and charges due in connection with the exercise of such Warrant shall be paid in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available fundsfunds by the Holder directly to the Company. In the event the Holder does not have a Warrant in certificated form, the Participant shall pay the Exercise Price for each Warrant to be exercised, and all applicable taxes and charges due in connection with the exercise of such Warrant on behalf of the Holder, subject to the availability of funds provided to the Participate by the Holder for such exercise. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, Notice of Exercise or (C) the Warrant Exercise Price therefor, and all applicable taxes and charges due in connection therewith, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Dateany date, or on a date that is not a Business Day, the Warrants with respect thereto will be deemed to be have been received and exercised on the business day Business Day next succeeding such date. For the avoidance of doubt, the “Exercise Date” will be the date the materials in the foregoing sentence are received by the Warrant Agent (if by 5:00 P.M., New York time), or the following Business Day (if after 5:00 P.M., New York time), regardless of any earlier date written on the materials. If the date specified as the Notice of Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. The Warrant Agent shall, upon receipt of written instructions in a form and substance reasonably satisfactory to the Warrant Agent from the Company, pay the funds received by it in accordance with such written instructions, such payment or payments to be made by wire transfer within one (1) Business Day of receipt of such instructions. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, if the Warrant is certificated, the Holder shall not be required to physically surrender a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York timeCity Time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form included in Exhibit B to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender the reverse Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Certificate or, Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) unless the Warrant cashless exercise procedure specified in Section 3.3.7(b) or (c) below is permitted and specified in the applicable Notice of Exercise, deliver to the Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America in cash, by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: BULLFROG AI HOLDINGS, INC. Bank Name: [____] Routing (ABA)#: [____] Beneficiary Account Name: Bullfrog AI Holdings, Inc. Beneficiary Account Number:[_______] No ink-original Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender the Warrants to the Company until the Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Election to Purchase is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Election to Purchase within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof. 2 Equal to 100% of the public offering price per share of common stock Any Person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will such Election to Purchase shall be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingab initio.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agency Agreement, a Holder of a Definitive Certificate may exercise a Warrant Preferred Warrants evidenced by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) such Definitive Certificate by delivering to the Warrant Agent at its corporate trust department and the Company, a duly executed facsimile copy or PDF copy submitted by e-mail (ior e-mail attachment) of the Notice of Exercise in the form annexed to the Preferred Warrant Certificate. Notwithstanding any other provision in this Warrant Agency Agreement, a holder whose interest in a Preferred Warrant is a beneficial interest in a Global Certificate held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable). Any Holder exercising a Preferred Warrant shall deliver payment of the Exercise Price pursuant to Section 2(a) and Section 2(b) of the Preferred Warrant Certificate evidencing set forth in Exhibit B attached hereto. The Company acknowledges that the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing bank accounts maintained by the Warrant Agent to in connection with the Depository services provided under this Warrant Agency Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time, (ii) an election to purchase . Neither the Warrant Shares underlying Company nor the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder Holders will receive interest on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified any deposits or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise DatePrice. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants materials discussed in this Section 3.3.1 are received or deemed to be received after the Expiration Termination Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent Company will be returned to the registered holder Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Warrant Agent Company in respect of an exercise or attempted exercise of the Preferred Warrants. (b) The validity of any exercise of Preferred Warrants will shall cease to be determined exercisable and shall terminate and become void and callable as set forth in the applicable Preferred Warrant Certificate. The Company hereby instructs the Warrant Agent to record cost basis for newly issued shares in a manner to be subsequently communicated by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and writing to the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York timeCity Time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form included in Exhibit E to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender the reverse Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Certificate or, Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) unless the Warrant cashless exercise procedure specified in Section 3.3.7(b) or (c) below is permitted and specified in the applicable Notice of Exercise, deliver to the Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America in cash, by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: 60 DEGREES PHARMACEUTICALS, INC. Bank Name: Bank of America Routing (ABA)#: 000000000 Beneficiary Account Name: 60 Degrees Pharmaceuticals, Llc Beneficiary Account Number: 226004071767 No ink-original Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender the Warrants to the Company until the Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Election to Purchase is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Election to Purchase within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof. Any Person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will such Election to Purchase shall be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingab initio.

Exercise and Payment. A registered holder Holder may exercise a Warrant in whole, but not in part, by delivering, not later than 5:00 P.M.p.m., New York City time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, exercised or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised shown on the records of the Depository (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, ; (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (an “Election to Purchase”), properly completed and executed by the registered holder Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, ; and (iii) the Warrant Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by a bank wire transfer in immediately available funds, in each case payable to the order of the Company. If any of of: (Aa) the Warrant Certificate or the Book-Entry Warrants, ; (Bb) the Election to Purchase, ; or (Cc) the Warrant Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M.p.m., New York City time, on the specified Exercise Date, the Warrants will shall be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will shall be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will shall be null and void and any funds delivered to the Warrant Agent will shall be returned to the registered holder or Participant, as the case may be, as soon as practicableHolder. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will shall be determined by the Company Company, in its sole discretion discretion, and such determination will shall be final and binding upon the registered holder or Participant, as applicable, Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, Holder of the invalidity of any exercise of any Warrants. The Warrant Agent promptly shall deposit provide to the Company all funds certified or official bank checks received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its accountsuch amounts. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York timeCity Time, on any business day Business Day during the Exercise Period Period, an election to purchase (the “Exercise DateElection to Purchase”) to the Warrant Agent at its corporate trust department Shares underlying the Warrants to be exercised in the form included in Exhibit B to this Warrant Agreement. No later than one (1) Trading Day following delivery of an Election to Purchase, the Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, Agent at its office designated for such purpose or (B) deliver the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository DTC designated for such purpose in writing by the Warrant Agent to the Depository DTC from time to time, (ii) an election and deliver to purchase the Warrant Shares underlying Company the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America in cash, by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: GREEN CRCLE DECARBONIZE TECHNOLOGY LIMITED. Bank Name: [____] Routing (ABA)#: [____] Beneficiary Account Name: [_______] Beneficiary Account Number:[_______] No ink-original Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender the Warrants to the Company until the Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Election to Purchase is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Election to Purchase within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof. Any Person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will such Election to Purchase shall be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingab initio.

Exercise and Payment. A registered holder Registered Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day during Business Day after the Exercise Period Exercisability Date but not after 5:00 P.M., New York time on the Expiration Date (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised free on the records of the Depository (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”)Exercise Notice, properly completed and executed by the registered holder on Registered Holder substantially in the reverse form attached as Exhibit A to the Form of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) ), except as provided in Section 3.4.6, the Warrant Aggregate Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. In the event of a “cashless exercise,” as provided in Section 3.4.6, the Definitive Warrant Certificate or Book-Entry Warrants, the Exercise Notice, and the Aggregate Exercise Price must be delivered to the Company at the address specified in Section 7.2. If any of (A) the Definitive Warrant Certificate or the Book-Entry Warrants, (B) the Election to PurchaseExercise Notice, or (C) the Warrant Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York Eastern time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder Registered Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, Registered Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, Registered Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York City time, on any business day during the Exercise Period (the “"Exercise Date”") to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “"Book-Entry Warrants”") shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“"Election to Purchase”"), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s 's procedures, and (iii) the Warrant Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. The Registered Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York City time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise confirm the Company via telephone balance in the account at any time following such request from the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingCompany.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York timeCity Time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form included in Exhibit C to this Warrant Agreement or (ii) in the case of a Tradeable Warrant, via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender the reverse Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Certificate or, Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) unless the Warrant cashless exercise procedure specified in Section 3.3.7(b) or (c) below is permitted and specified in the applicable Notice of Exercise, deliver to the Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America in cash, by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: KINDLY MD, INC. Bank Name: [____] Routing (ABA)#: [____] Beneficiary Account Name: Kindly MD, Inc. Beneficiary Account Number:[_______] No ink-original Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender the Warrants to the Company until the Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Election to Purchase is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Election to Purchase within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof. Any Person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will such Election to Purchase shall be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingab initio.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York City time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (A) in the form included in Annex B to this Warrant Agreement or (B) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on the reverse behalf of a Holder in accordance with DTC procedures) shall (i) (A) surrender of the Warrant Certificate or, evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) deliver to the Warrant Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: ___________________ ___________________ ___________________ ___________________ Any person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will such Election to Purchase shall be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingab initio.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York Eastern time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) ), except as provided in Section 3.3.8, the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by wire, certified or official bank check check, or by bank wire transfer transfer, in immediately available funds. The term “Warrant Price” as used in this Warrant Agreement refers to price per share of Common Stock at which shares may be purchased at the time the Warrant is exercised. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York Eastern time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all forward funds received for warrant exercises in a given month by the 5th Business Day of the following month by wire transfer to an account designated by the Company. All funds received by it Computershare under this Warrant Agreement that are to be distributed or applied by Computershare in payment the performance of services (the “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to the terms of this Warrant Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by Standard and Poor’s Corporation (LT Local Issuer Credit Rating), Xxxxx’x Investors Service, Inc. (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Warrant Price Funds that may result from any deposit made by Computershare in the account of the Company maintained accordance with the Warrant Agent for this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such purpose and deposits. Computershare shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited not be obligated to its account. The Warrant Agent shall promptly confirm pay such telephonic advice interest, dividends or earnings to the Company in writingCompany, any holder or any other party.

Exercise and Payment. A registered holder Subject to the provisions of the Warrant and this Agreement, a Registered Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day Business Day (as defined below) during the Exercise Period (such date of delivery, the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository Depositary to an account of the Warrant Agent at the Depository Depositary designated for such purpose purposes in writing by the Warrant Agent to the Depository Depositary from time to time, (ii) an election to purchase some or all of the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder Registered Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the DepositoryDepositary’s procedures, and (iii) subject to Section 3.3.7 of this Warrant Agreement, payment in full of the Warrant Exercise Price for each Warrant Share as to be exercised which the Warrant is exercised, and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Warrant Shares and the issuance of such Warrant Shares as shares of Common Stock, in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder Registered Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder Registered Holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder Registered Holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) ), except as provided in 3.3.8, the Warrant Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agentreasonable discretion. Neither the Company nor the The Warrant Agent shall have notify a holder of any obligation to inform a registered holder or the Participant, as applicable, of the purported invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A Subject to the provisions of this Warrant Agreement, a registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department office designated for such purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised exercised, in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Dateany date, or on a date that is not a business day, the Warrants with respect thereto will be deemed to be have been received and exercised on the business day next succeeding such date. For the avoidance of doubt, the “Exercise Date. If ” will be the date specified as the Exercise Date is not a materials in the foregoing sentence are received by the Warrant Agent (if by 5:00 P.M., New York time), or the following business dayday (if after 5:00 P.M., the Warrants will be deemed to be received and exercised New York time), regardless of any earlier date written on the next succeeding day that is a business daymaterials. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, Participant and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder Subject to the provisions of this Warrant Agreement and the Warrant, a Registered Holder may exercise the purchase rights represented by the Warrant, in whole or in part, at any time or times on or before the Expiration Date by (i) delivering to the Warrant Agent, a duly executed Exercise Notice in the form attached as Exhibit A to the Warrant by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise DateNotice”) and (ii) (A) payment to the Warrant Agent at its corporate trust department (i) of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be is being exercised (the “Book-Entry WarrantsAggregate Exercise Price”) shown on the records in cash by wire transfer of the Depository immediately available funds to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent or (B) by notifying the Company in writing that this Warrant is being exercised pursuant to a Cashless Exercise (as defined below). No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. The Company acknowledges that the Depository bank accounts maintained by the Warrant Agent in connection with the services provided under this Warrant Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time, (ii) an election to purchase . Neither the Warrant Shares underlying Company nor the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder Registered Holders will receive interest on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified any deposits or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise DatePrice. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants materials discussed in this Section 3.3.1 are received or deemed to be received after the Expiration Date, the exercise thereof Exercise Notice (or notice of a Cashless Exercise (as defined below)) will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or ParticipantRegistered Holder, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of the Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York Eastern time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department offices designated for such purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown free on the records of the Depository DTC to an account of the Warrant Agent at the Depository DTC designated for such purpose in writing by the Warrant Agent to the Depository DTC from time to time, and (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase” and together with the Warrant Certificates and the Book-Entry Warrants, the “Warrant Exercise Documents”), properly completed and duly executed by the registered holder on the reverse of the Warrant Certificate Certificate, accompanied by a signature guarantee and such other documentation as the Warrant Agent may reasonably request, or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the DepositoryDTC’s procedures. Within one Trading Day after the Exercise Date, and (iii) such holder must pay the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by wire, certified or official bank check check, or by bank wire transfer transfer, in immediately available fundsfunds unless such holder has elected to make a cashless exercise pursuant to Section 3.3.8. The term “Warrant Price” as used in this Warrant Agreement refers to price per share of Common Stock at which shares may be purchased at the time the Warrant is exercised. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York Eastern time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will a registered holder or Participant be entitled to interest accrue accrued on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The Warrant Agent shall not have any responsibility or liability relating to the determination as to the validity of any exercise of Warrants which determination will be determined made by the Company in its sole discretion and such determination will be final and binding upon the applicable registered holder or Participant, as applicableholder, and the Warrant Agent. Neither Agent may rely upon the instructions of the Company nor regarding the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity validity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment not have any obligation to inform a registered holder of the Warrant Price in invalidity of any exercise of Warrants. If the account Company believes that an exercise by a registered holder is invalid the Company will promptly notify such registered holder of the Company maintained with such fact and the reasons why it believes the exercise was invalid and will provide a copy of such notice to the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its accountas soon as practicable. The Warrant Agent shall promptly confirm such telephonic advice forward funds received for warrant exercises in a given month by the 5th Business Day of the following month by wire transfer to an account designated by the Company in writing. All funds received by Warrant Agent under this Warrant Agreement that are to be distributed or applied by Warrant Agent in the performance of services (the “Funds”) shall be held by Warrant Agent as agent for the Company and deposited in one or more bank accounts to be maintained by Warrant Agent in its name as agent for the Company. Until paid pursuant to the terms of this Warrant Agreement, Warrant Agent will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by Standard and Poor’s Corporation (LT Local Issuer Credit Rating), Mxxxx’x Investors Service, Inc. (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Warrant Agent shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Warrant Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Warrant Agent may from time to time receive interest, dividends or other earnings in connection with such deposits. Warrant Agent shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other Person.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York Eastern time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department offices designated for such purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, and (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase” and together with the Warrant Certificates and the Book-Entry Warrants, the “Warrant Exercise Documents”), properly completed and duly executed by the registered holder on the reverse of the Warrant Certificate Certificate, accompanied by a signature guarantee and such other documentation as the Warrant Agent may reasonably request, or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures. Within one Trading Day after the Exercise Date, and (iii) such holder must pay the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by wire, certified or official bank check check, or by bank wire transfer transfer, in immediately available fundsfunds unless such holder has elected to make a cashless exercise pursuant to Section 3.3.8. The term “Warrant Price” as used in this Warrant Agreement refers to price per share of Common Stock at which shares may be purchased at the time the Warrant is exercised. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York Eastern time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will a registered holder or Participant be entitled to interest accrue accrued on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The Warrant Agent shall not have any responsibility or liability relating to the determination as to the validity of any exercise of Warrants which determination will be determined made by the Company in its sole discretion and such determination will be final and binding upon the applicable registered holder or Participant, as applicableholder, and the Warrant Agent. Neither Agent may rely upon the instructions of the Company nor regarding the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity validity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment not have any obligation to inform a registered holder of the Warrant Price in invalidity of any exercise of Warrants. If the account Company believes that an exercise by a registered holder is invalid the Company will promptly notify such registered holder of the Company maintained with such fact and the reasons why it believes the exercise was invalid and will provide a copy of such notice to the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its accountas soon as practicable. The Warrant Agent shall promptly confirm such telephonic advice forward funds received for warrant exercises in a given month by the 5th Business Day of the following month by wire transfer to an account designated by the Company in writing. All funds received by Computershare under this Warrant Agreement that are to be distributed or applied by Computershare in the performance of services (the “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to the terms of this Warrant Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by Standard and Poor’s Corporation (LT Local Issuer Credit Rating), Mxxxx’x Investors Service, Inc. (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other Person.

Exercise and Payment. A registered holder Holder may exercise a Warrant in whole, but not in part, by delivering, not later than 5:00 P.M.PM, New York City time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, exercised or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised shown on the records of the Depository (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, ; (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (an “Election to Purchase”), properly completed and executed by the registered holder Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, ; and (iii) the Warrant Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by a bank wire transfer in immediately available funds, in each case payable to the order of the Company. If any of of: (Aa) the Warrant Certificate or the Book-Entry Warrants, ; (Bb) the Election to Purchase, ; or (Cc) the Warrant Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M.PM, New York City time, on the specified Exercise Date, the Warrants will shall be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will shall be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will shall be null and void and any funds delivered to the Warrant Agent will shall be returned to the registered holder or Participant, as the case may be, as soon as practicableHolder. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will shall be determined by the Company Company, in its sole discretion discretion, and such determination will shall be final and binding upon the registered holder or Participant, as applicable, Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, Holder of the invalidity of any exercise of any Warrants. The Warrant Agent promptly shall deposit provide to the Company all funds certified or official bank checks received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its accountsuch amounts. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York timeEastern Standard Time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form included in Exhibit B to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on the reverse behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender of the Warrant Certificate or, evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) unless the Warrant cashless exercise procedure specified in Section 3.3.7(b) or (c) below is permitted and specified in the applicable Notice of Exercise, deliver to the Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: Account Name: Bank Name: Bank Address: ACH/ABA Routing Number: Account Number: Swift Code: No ink-original Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender the Warrants to the Company until the Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Election to Purchase is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Election to Purchase within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof. Any person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will such Election to Purchase shall be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingab initio.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York timeCity Time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form included in Exhibit C to this Warrant Agreement or (ii) in the case of a Tradeable Warrant, via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender the reverse Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Certificate or, Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) unless the Warrant cashless exercise procedure specified in Section 3.3.7(b) or (c) below is permitted and specified in the applicable Notice of Exercise, deliver to the Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America in cash, by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: 60 DEGREES PHARMACEUTICALS, INC. Bank Name: [____] Routing (ABA)#: [____] Beneficiary Account Name: 60 Degrees Pharmaceuticals, Inc. Beneficiary Account Number:[_______] No ink-original Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender the Warrants to the Company until the Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Election to Purchase is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Election to Purchase within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof. Any Person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will such Election to Purchase shall be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingab initio.

Exercise and Payment. A registered holder The Holder of a Warrant may exercise the Warrant in accordance with Section 1 of the Warrant Certificate. For the avoidance of doubt, a Holder whose interest in the Warrant is a beneficial interest in certificate(s) representing the Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to Section 1(a) of the Warrant by deliveringdelivering to DTC (or such other clearing corporation, not later than 5:00 P.M.as applicable) the appropriate instruction form for exercise and complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, New York timeas applicable). Upon the exercise of the Warrant Certificate pursuant to the terms of Section 1 of the Warrant Certificate, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (ishall provide the acknowledgment contemplated by Section 1(a) of the Warrant Certificate evidencing and cause the Warrants to be exercised, or, in the case of a Warrant Shares underlying such Definitive Certificate or Book-Entry Warrant Certificate, the Warrants to be exercised (delivered to or upon the “order of the Holder of such Definitive Certificate or Book-Entry Warrants”) shown on Warrant, registered in such name or names as may be designated by such Holder, no later than the records Delivery Date (as such term is defined in the Warrant Certificate), in each case, in accordance with the terms of the Warrant Certificate. If the Company is then a participant in the DWAC system of the Depository to and either (A) EXECUTION VERSION there is an account effective registration statement permitting the issuance of the Warrant Agent at Shares to or resale of the Depository designated Warrant Shares by Holder or (B) the Warrant is being exercised via cashless exercise pursuant to Section 3.3.6 hereof, then the certificates for such purpose in writing Warrant Shares shall be transmitted by the Warrant Agent to the Depository from time to time, (ii) an election to purchase Holder by crediting the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse account of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance Holder’s broker with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicableDepository through its DWAC system. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company or the Warrant Agent in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the exercise price of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agency Agreement, a Holder of a Definitive Certificate may exercise a Warrant Preferred Warrants evidenced by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) such Definitive Certificate by delivering to the Warrant Agent at its corporate trust department and the Company, a duly executed facsimile copy or PDF copy submitted by e-mail (ior e-mail attachment) of the Notice of Exercise in the form annexed to the Preferred Warrant Certificate. Notwithstanding any other provision in this Warrant Agency Agreement, a holder whose interest in a Preferred Warrant is a beneficial interest in a Global Certificate held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable). Any Holder exercising a Preferred Warrant shall deliver payment of the Exercise Price pursuant to Section 2(a) and Section 2(b) of the Preferred Warrant Certificate evidencing set forth in Exhibit B attached hereto. The Warrant Agent shall forward funds received for Preferred Warrant exercises by the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records fifth Business Day of the Depository to an account of the Warrant Agent at the Depository designated for following month after such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is funds are received by the Warrant Agent after 5:00 P.M., New York time, on by wire transfer to an account designated by the specified Exercise Date, Company. The Company acknowledges that the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with bank accounts maintained by the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants connection with the services provided under this Warrant Agency Agreement will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or ParticipantComputershare’s name, as applicableagent for the Company, and the Warrant Agent. Neither the Company nor that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds (the “Funds”) held in those accounts from time to time. Until paid pursuant to the terms of this Warrant Agency Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Xxxxx’x (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any obligation diminution of the Funds that may result from any deposit made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to inform a registered time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party. If either the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.Exercise

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder may exercise a its Warrant by deliveringdelivering to the Warrant Agent, not later than 5:00 P.M., New York time, the close of business on any business day Trading Day during the Exercise Period (the “a written Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election Notice to purchase the Warrant Shares underlying the Warrants to be exercised in the form included in Exhibit B to this Warrant (each, an “Election to Purchase”). No later than two (2) Trading Days following delivery of an Election to Purchase, properly completed and executed by the registered holder on the reverse of Holder shall: (i) surrender the Warrant Certificate or, in evidencing the case of a Book-Entry Warrants to the Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s proceduresAgent at its address designated for such purpose, and (iiiii) deliver to the Warrant Agent the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or by bank wire transfer in immediately available funds. If any of (A) funds to the Warrant Certificate or the Book-Entry Warrants, (B) the Election trust account to Purchase, or (C) the Warrant Price therefor, is received be maintained by the Warrant Agent after 5:00 P.M., New York time, on behalf of and for the specified benefit of the Company (the “Trust Account”) set forth on Exhibit C. On the Tuesday of each week following any such Exercise DatePrice payment made into the Trust Account, the Warrants will be deemed Warrant Agent shall transfer via ACH to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered bank account provided in writing to the Warrant Agent will be returned to by the registered holder or ParticipantCompany, as the case may be, as soon as practicabletotal funds held in the Trust Account. In no event will interest accrue on funds deposited with The Company acknowledges that the bank accounts maintained by the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants connection with the services provided under this Warrant Agreement will be determined by the Company in its sole discretion name and such determination will be final and binding upon the registered holder or Participant, as applicable, and that the Warrant AgentAgent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise Price. No ink-original Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender the Warrants to the Warrant Agent shall have any obligation to inform a registered holder or until the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit Holder has purchased all funds received by it in payment of the Warrant Price Shares available thereunder and the Warrant has been exercised in full, in which case, the account of the Company maintained with Holder shall surrender such Warrant to the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise cancellation within three (3) Trading Days of the Warrants are received date the final Election to Purchase is delivered to the Warrant Agent. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount so deposited equal to its accountthe applicable number of Warrant Shares purchased. The Holder and the Warrant Agent shall promptly confirm maintain records showing the number of Warrant Shares purchased and the date of such telephonic advice purchases. The Holder and any assignee, by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof. Any person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Company Warrant Agent, provided that the Holder makes delivery of the deliverables referenced in writingthe immediately preceding sentence by the date that is two (2) Trading Days after the delivery of the Election to Purchase. If the Holder fails to make delivery of such deliverables on or prior to the Trading Day following delivery of the Election to Purchase, such Election to Purchase shall be void ab initio.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agency Agreement, a Holder of a Definitive Certificate may exercise a Warrant Warrants evidenced by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) such Definitive Certificate by delivering to the Warrant Agent at its corporate trust department and the Company, a duly executed facsimile copy or PDF copy submitted by e-mail (ior e-mail attachment) of the Notice of Exercise in the form annexed to the Warrant Certificate. Notwithstanding any other provision in this Warrant Agency Agreement, a holder whose interest in a Warrant is a beneficial interest in a Global Certificate held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable). Any Holder exercising a Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records shall deliver payment of the Depository Exercise Price pursuant to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (iiSection 2(a) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse Section 2(b) of the Warrant Certificate or, set forth in the case of a Book-Entry Exhibit B attached hereto. The Warrant Certificate, properly delivered Agent shall forward funds received for Warrant exercises by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money fifth Business Day of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is following month after such funds are received by the Warrant Agent after 5:00 P.M., New York time, on by wire transfer to an account designated by the specified Exercise Date, Company. The Company acknowledges that the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with bank accounts maintained by the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants connection with the services provided under this Warrant Agency Agreement will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or ParticipantEquiniti’s name, as applicableagent for the Company, and the Warrant Agent. Neither the Company nor that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds (the “Funds”) held in those accounts from time to time. Until paid pursuant to the terms of this Warrant Agency Agreement, Equiniti will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Mxxxx’x (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Equiniti shall have no responsibility or liability for any obligation diminution of the Funds that may result from any deposit made by Equiniti in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Equiniti may from time to inform a registered time receive interest, dividends or other earnings in connection with such deposits. Equiniti shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party. If either the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.Exercise

Exercise and Payment. A registered holder Subject to the provisions of this Warrant Agreement, a Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department office designated for such purpose, (i) the Warrants to be exercised by (A) surrender of the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised or (the “Book-Entry Warrants”B) shown on the records delivery of the Depository Warrant to an account of the Warrant Agent at the Depository DTC designated for such purpose in writing by the Warrant Agent to the Depository DTC from time to time, (ii) an election to purchase the Warrant Shares ADSs underlying the Warrants to be exercised in form of Annex B to this Warrant Agreement (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, ) and (iii) the Warrant Price Deposit Amount for each Warrant to be exercised exercised, and all applicable taxes and charges due in connection with the exercise of such Warrants, in lawful money of the United States of America by (A) certified or official bank check or payable to The Bank of New York Mellon, (B) by bank wire transfer in immediately available fundsfunds to The Bank of New York Mellon, 500 Xxxx Xxxxxx, Pittsburgh, PA 15262-0001, ABA #: 043 000 261, Account Number: 1000000, Account Name: Computershare Inc. AAF Client Corporate Actions, Ref: Oasmia Warrants, Swift Code MXXXXX0X or (C) payment to the Warrant Agent through the DTC system. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price Deposit Amount therefor, and all applicable taxes and charges due in connection therewith, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Dateany date, or on a date that is not a business day, the Warrants with respect thereto will be deemed to be have been received and exercised on the business day next succeeding the such date. The “Exercise Date. If ” will be the date specified as the Exercise Date is not a materials in the foregoing sentence are received by the Warrant Agent (if by 5:00 P.M., New York time), or the following business dayday (if after 5:00 P.M., the Warrants will be deemed to be received and exercised New York time), regardless of any earlier date written on the next succeeding day that is a business daymaterials. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder Holder or Participant, as applicable, Participant and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder Holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. If less than all the Warrants evidenced by a surrendered Warrant Certificate are exercised, the Warrant Agent shall split up the surrendered Warrant Certificate and return to the Holder a Warrant Certificate evidencing the Warrants that were not exercised.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York City time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (A) in the form included in Annex B to this Warrant Agreement or (B) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on the reverse behalf of a Holder in accordance with DTC procedures) shall (i) (A) surrender of the Warrant Certificate or, evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) deliver to the Warrant Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: Bank Leumi USA - ABA# 026 00 2794 Account Name - Labstyle Innovations Corp Account No - 00-000000-00 Swift XXXXXX0X Bank address - 000 Xxxxx Xxxxxx 0xx Xxxxx | New York Any person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will such Election to Purchase shall be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingab initio.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York City time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. The Registered Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York City time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise confirm the Company via telephone balance in the account at any time following such request from the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingCompany.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agency Agreement, a Holder of a Definitive Certificate may exercise a Warrant Warrants evidenced by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) such Definitive Certificate by delivering to the Warrant Agent at its corporate trust department and the Company, a duly executed facsimile copy or PDF copy submitted by e-mail (ior e-mail attachment) of the Notice of Exercise in the form annexed to the Warrant Certificate. Notwithstanding any other provision in this Warrant Agency Agreement, a holder whose interest in a Warrant is a beneficial interest in a Global Certificate held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable). Any Holder exercising a Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records shall deliver payment of the Depository Exercise Price pursuant to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (iiSection 2(a) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse Section 2(b) of the Warrant Certificate or, set forth in the case of a Book-Entry Exhibit B attached hereto. The Warrant Certificate, properly delivered Agent shall forward funds received for Warrant exercises by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money fifth Business Day of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is following month after such funds are received by the Warrant Agent after 5:00 P.M., New York time, on by wire transfer to an account designated by the specified Exercise Date, Company. The Company acknowledges that the Warrants bank accounts maintained by the Warrant Agent in connection with the services provided under this Warrant Agency Agreement will be deemed in Equiniti’s name, as agent for the Company, and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds (the “Funds”) held in those accounts from time to time. Until paid pursuant to the terms of this Warrant Agency Agreement, Equiniti will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Mxxxx’x (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Equiniti shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Equiniti in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Equiniti may from time to time receive interest, dividends or other earnings in connection with such deposits. Equiniti shall not be received and exercised on obligated to pay such interest, dividends or earnings to the business day next succeeding Company, any holder or any other party. If either the Exercise Date. If the date specified as Note or the Exercise Date is not a business day, the Warrants will be deemed price relating to be received and exercised on the next succeeding day that is a business day. If the Warrants an exercise are received or deemed to be received after the Expiration Termination Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent Company will be returned to the registered holder Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Warrant Agent Company in respect of an exercise or attempted exercise of the Warrants. (b) The validity of any exercise of Warrants will shall cease to be determined exercisable and shall terminate and become void and callable as set forth in the applicable Warrant Certificate. The Company hereby instructs the Warrant Agent to record cost basis for newly issued shares in a manner to be subsequently communicated by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and writing to the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder Holder may exercise a Warrant Warrant, in whole or in part, by delivering, not later than 5:00 P.M., New York City time, on any business day Business Day during the Exercise Period (the “Exercise Date”) (i) to the Warrant Agent at its corporate trust department department, (iA) the Class A Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, and (iiB) an election to purchase the Warrant Shares underlying the Warrants to be exercised exercised, in the form attached to the Class A Warrant Certificate (an “Election to Purchase”), properly completed and executed by the registered holder Holder on the reverse of the Class A Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iiiii) unless cashless exercise is permitted under the Class A Warrant Certificate, to the Company, the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds, in each case, payable to the order of the Company. If any of (Ai) the Class A Warrant Certificate or the Book-Entry Warrants, (Bii) the Election to Purchase, or (Ciii) the Warrant Exercise Price therefor, is received by the Warrant Agent or the Company, as the case may be, after 5:00 P.M., New York City time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent Company will be returned to the registered holder or Participant, as the case may be, as soon as practicableHolder. In no event will interest accrue on funds deposited with the Warrant Agent Company in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will shall be determined by the Company Company, in its sole discretion discretion, and such determination will shall be final and binding upon the registered holder or Participant, as applicable, Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, Holder of the invalidity of any exercise of any Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York City time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (A) in the form included in Annex B to this Warrant Agreement or (B) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on the reverse behalf of a Holder in accordance with DTC procedures) shall (i) (A) surrender of the Warrant Certificate or, evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) deliver to the Warrant Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: Account Name: Bank Name: Bank Address: Wire Routing Number (ABA): Account Number: Any person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will such Election to Purchase shall be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingab initio.

Exercise and Payment. A registered holder Holder may exercise a Warrant by delivering, not later than 5:00 P.M.p.m., New York City time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case a duly executed e-mail or facsimile copy of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying such Warrant in the Warrants to be exercised form included on the reverse side of the applicable Warrant Certificate (an “Election to Purchase”), properly completed ) and executed by (ii) unless the registered holder on the reverse of the Warrant Certificate or, cashless exercise procedure specified in Section 3.3.9 below is specified in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the applicable Election to Purchase, the aggregate Exercise Price for the shares specified in the applicable Election to Purchase by wire transfer or cashier’s check drawn on a United States bank. No ink-original Election to Purchase shall be required. Unless Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the exercising Holder, no medallion guarantee (Cor other type of guarantee or notarization) of any Election to Purchase form shall be required. Notwithstanding anything herein to the contrary, a Holder shall not be required to physically surrender such Holder’s Warrant Price therefor, is received by Certificate to the Warrant Agent after 5:00 P.M.or the Company until such Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised in full, New York time, on the specified Exercise Datein which case, the Warrants will be deemed Holder shall surrender such Holder’s Warrant Certificate to be received and exercised on the business day next succeeding Warrant Agent for cancellation at the Exercise Date. If same time that the date specified as the Exercise Date final Election to Purchase is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned Agent. Partial exercises of any Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the applicable number of Warrant Agent in respect of an exercise or attempted exercise of WarrantsShares purchased. The validity of any exercise of Warrants will be determined by the Company in its sole discretion Holder and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit deliver any objection to any Election to Purchase within one (1) Trading Day of receipt of such notice. Upon delivery of an Election to Purchase and the applicable Exercise Price to the Warrant Agent, a beneficial owner of a Warrant shall be deemed for all funds received by it in payment corporate purposes to have become the holder of record of the Warrant Price in the account Shares with respect to which a Warrant has been exercised, irrespective of the Company maintained with date the Holder, and any applicable Participant, credit the Warrant Agent for Shares to such purpose and shall advise beneficial owner’s account or the Company via telephone at the end date of each day on which funds for the exercise delivery of the Warrants are received of the amount so deposited to its account. The any certificates evidencing such Warrant Agent shall promptly confirm such telephonic advice to the Company in writingShares.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York Eastern time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) ), except as provided in 3.3.8, the Warrant Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York Eastern time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are have been received of and the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York Eastern time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department offices designated for such purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, and (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase” and together with the Warrant Certificates and the Book-Entry Warrants, the “Warrant Exercise Documents”), properly completed and duly executed by the registered holder on the reverse of the Warrant Certificate Certificate, accompanied by a signature guarantee and such other documentation as the Warrant Agent may reasonably request, or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures. Within one Trading Day after the Exercise Date, and (iii) such holder must pay the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by wire, certified or official bank check check, or by bank wire transfer transfer, in immediately available fundsfunds unless such holder has elected to make a cashless exercise pursuant to Section 3.3.8. The term “Warrant Price” as used in this Warrant Agreement refers to price per share of Common Stock at which shares may be purchased at the time the Warrant is exercised. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York Eastern time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will a registered holder or Participant be entitled to interest accrue accrued on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The Warrant Agent shall not have any responsibility or liability relating to the determination as to the validity of any exercise of Warrants which determination will be determined made by the Company in its sole discretion and such determination will be final and binding upon the applicable registered holder or Participant, as applicableholder, and the Warrant Agent. Neither Agent may rely upon the instructions of the Company nor regarding the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity validity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment not have any obligation to inform a registered holder of the Warrant Price in invalidity of any exercise of Warrants. If the account Company believes that an exercise by a registered holder is invalid the Company will promptly notify such registered holder of the Company maintained with such fact and the reasons why it believes the exercise was invalid and will provide a copy of such notice to the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its accountas soon as practicable. The Warrant Agent shall promptly confirm such telephonic advice forward funds received for warrant exercises in a given month by the 5th Business Day of the following month by wire transfer to an account designated by the Company in writing. All funds received by the Warrant Agent under this Warrant Agreement that are to be distributed or applied by the Warrant Agent in the performance of services (the “Funds”) shall be held by the Warrant Agent as agent for the Company and deposited in one or more bank accounts to be maintained by the Warrant Agent in its name as agent for the Company. Until paid pursuant to the terms of this Warrant Agreement, the Warrant Agent will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by Standard and Poor’s Corporation (LT Local Issuer Credit Rating), Xxxxx’x Investors Service, Inc. (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). The Warrant Agent shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by the Warrant Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. The Warrant Agent may from time to time receive interest, dividends or other earnings in connection with such deposits. The Warrant Agent shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other Person.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agency Agreement, a Holder of a Definitive Certificate may exercise a Warrant Warrants evidenced by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) such Definitive Certificate by delivering to the Warrant Agent at its corporate trust department and the Company, a duly executed facsimile copy or PDF copy submitted by e-mail (ior e-mail attachment) of the Notice of Exercise in the form annexed to the Warrant Certificate. Notwithstanding any other provision in this Warrant Agency Agreement, a holder whose interest in a Warrant is a beneficial interest in a Global Certificate held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable). Any Holder exercising a Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records shall deliver payment of the Depository Exercise Price pursuant to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (iiSection 2(a) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse Section 2(b) of the Warrant Certificate orset forth in Exhibit B-1 or Exhibit B-2, in the case of a Book-Entry as applicable, attached hereto. The Warrant Certificate, properly delivered Agent shall forward funds received for Warrant exercises by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money fifth Business Day of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is following month after such funds are received by the Warrant Agent after 5:00 P.M., New York time, on by wire transfer to an account designated by the specified Exercise Date, Company. The Company acknowledges that the Warrants bank accounts maintained by the Warrant Agent in connection with the services provided under this Warrant Agency Agreement will be deemed in Computershare’s name, as agent for the Company, and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds (the “Funds”) held in those accounts from time to time. Until paid pursuant to the terms of this Warrant Agency Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Xxxxx’x (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be received and exercised on obligated to pay such interest, dividends or earnings to the business day next succeeding Company, any holder or any other party. If either the Exercise Date. If the date specified as Note or the Exercise Date is not a business day, the Warrants will be deemed price relating to be received and exercised on the next succeeding day that is a business day. If the Warrants an exercise are received or deemed to be received after the Expiration Common Warrant Termination Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent Company will be returned to the registered holder Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Warrant Agent Company in respect of an exercise or attempted exercise of the Warrants. (b) The validity of any exercise of Warrants will shall cease to be determined exercisable and shall terminate and become void and callable as set forth in the applicable Warrant Certificate. The Company hereby instructs the Warrant Agent to record cost basis for newly issued shares in a manner to be subsequently communicated by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and writing to the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder Registered Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder Registered Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. Warrant Agency Agreement, p. 3 of 23 Document Number: 23842v5 Broadridge Corporate Issuer Solution, LLC and Accelerate Diagnostics, Inc. [Issuance Date] Confidential If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder Registered Holder or the Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder Registered Holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder Registered Holder or the a Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder Registered Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York City time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust actions department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, if required hereunder, and (ii) an election a duly executed facsimile copy (or email attachment) or other method of delivery of a notice to purchase the Warrant Shares underlying the Warrants to be exercised (a “Election to PurchaseNotice of Exercise”), properly completed and duly executed by the registered holder on Holder in the reverse of form attached to the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s proceduresprocedures (the “Exercise Date”), and (iii) provided that the Warrant aggregate Exercise Price for each Warrant to be exercised the shares specified in lawful money the applicable Notice of the Exercise by wire transfer or cashier’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 3.3.7 below is specified in the applicable Notice of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry WarrantsExercise, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will shall be deemed to be received and exercised on the business day next succeeding delivered within one Business Day following the Exercise Date. If the date specified No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required, so long as the Exercise Date is not a business dayWarrant Shares are to be issued to the Registered Holder of the Warrant. In connection with the exercise of Warrants, the original Warrant Certificate evidencing the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed shall not be required to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Company until the Holder has purchased all of the Warrant Agent will be returned Shares under the Warrants have been exercised in full, in which case the Holder shall surrender this Warrant for cancellation within 3 Trading Days of the date on which the final Notice of Exercise is delivered to the registered holder or Participant, as the case may be, as soon as practicableCompany. In no event will interest accrue on funds deposited with Partial exercises of the Warrant Agent Certificate resulting in respect purchases of an exercise or attempted exercise a portion of Warrants. The validity the total number of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent Shares available thereunder shall have any obligation the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to inform a registered holder or the Participant, as applicable, applicable number of the invalidity of any exercise of WarrantsWarrant Shares purchased. The Warrant Agent shall deposit all funds received by it in payment maintain records showing the number of Warrant Shares purchased and the Warrant Price in the account date of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingpurchases.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York Eastern time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) ), except as provided in 3.3.8, the Warrant Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York Eastern time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. {Pimi Agro Cleantech, Inc. Warrant Agreement} 3 The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are have been received of and the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York City time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form included in Exhibit B to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender the reverse Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Certificate or, Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) deliver to the Warrant Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: [Wire/payment information for Company][2] Any person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent such Election to Purchase shall be void ab initio. _________ 1 Note to Draft: 5 years after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed issuance. 2 Company to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingprovide.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York Eastern time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) ), except as provided in 3.3.8, the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York Eastern time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all All funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent under this Warrant Agreement that are to be distributed or applied by the Warrant Agent in the performance of services (the “Funds”) shall be held by the Warrant Agent as agent for such purpose and shall advise the Company via telephone at and deposited in one or more bank accounts to be maintained by the end of each day on which funds Warrant Agent in its name as agent for the exercise Company. Until paid pursuant to this Warrant Agreement, the Warrant Agent may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by Standard & Poor's Corporation (“S&P”) or Xxxxx'x Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Warrants are received Investment Company Act of the amount so deposited to its account1940, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). The Warrant Agent shall promptly confirm have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by the Warrant Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. The Warrant Agent may from time to time receive interest, dividends or other earnings in connection with such telephonic advice deposits or investments. The Warrant Agent shall not be obligated to pay such interest, dividends or earnings to the Company in writingCompany, any holder or any other party.

Exercise and Payment. A Subject to Section 7.4, a registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder Registered Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) ), except as provided in 3.3.8, the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, Holder of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. Terms relating to the exercise of a Unit Warrant are set forth in form of Unit Warrant attached hereto as Exhibit B-1, which is incorporated by reference herein. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York Eastern time, on any business day Business Day during the applicable Warrant Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department offices designated for such purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown free on the records of the Depository DTC to an account of the Warrant Agent at the Depository DTC designated for such purpose in writing by the Warrant Agent to the Depository DTC from time to time, and (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase” and together with the Warrant Certificates and the Book-Entry Warrants, the “Warrant Exercise Documents”), properly completed and duly executed by the registered holder on the reverse of the Warrant Certificate Certificate, accompanied by a signature guarantee and such other documentation as the Warrant Agent may reasonably request, or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the DepositoryDTC’s procedures. Within one Trading Day after the Exercise Date, and (iii) such holder must pay the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by wire, certified or official bank check check, or by bank wire transfer transfer, in immediately available fundsfunds unless such holder has elected to make a cashless exercise pursuant to the terms of the Warrant. The term “Warrant Price” as used in this Warrant Agreement refers to price per share of Common Stock at which shares may be purchased at the time the Warrant is exercised. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York timeEastern Time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will a registered holder or Participant be entitled to interest accrue accrued on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of the Warrants. The Warrant Agent shall not have any responsibility or liability relating to the determination as to the validity of any exercise of Warrants which determination will be determined made by the Company in its sole discretion and such determination will be final and binding upon the applicable registered holder or Participant, as applicableholder, and the Warrant Agent. Neither Agent may rely upon the instructions of the Company nor regarding the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity validity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment not have any obligation to inform a registered holder of the Warrant Price in the account invalidity of any exercise of Warrants. If the Company maintained with believes that an exercise by a registered holder is invalid the Company will promptly notify such registered holder of such fact and the reasons why it believes the exercise was invalid and will provide a copy of such notice to the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its accountas soon as practicable. The Warrant Agent shall promptly confirm such telephonic advice forward funds received for Warrant exercises, during any month, by the 5th Business Day of the following month by wire transfer to an account designated by the Company in writing.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M.p.m., New York Philadelphia time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised shown on the records of the Depository (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds, in each case payable to the order of the Company. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M.p.m., New York Philadelphia time, on the specified Exercise Date, the Warrants will shall be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will shall be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will shall be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or the Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will shall be determined by the Company Company, in its sole discretion discretion, and such determination will shall be final and binding upon the registered holder or the Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company either via telephone at the end or via email within twenty-four hours following receipt of each day on which such funds for the exercise of the Warrants are received of and the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via email or telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic by email or telephone advice to the Company in writingCompany.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York Eastern time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department offices designated for such purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown are on the records of the Depository to an account of Warrant Agent in the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to timeRegister, and (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase” and together with the Warrant Certificates and the Book-Entry Warrants, the “Warrant Exercise Documents”), properly completed and duly executed by the registered holder on the reverse of the Warrant Certificate Certificate, accompanied by a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association and such other documentation as the Warrant Agent may reasonably request, or, in the case of a Book-Book- Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures. Within one (1) Trading Day after the Exercise Date, and (iii) such holder must pay the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by wire, certified or official bank check check, or by bank wire transfer transfer, in immediately available fundsfunds unless such holder has elected to make a cashless exercise pursuant to Section 3.3.8. The term “Warrant Price” as used in this Warrant Agreement refers to price per share of Common Stock at which shares may be purchased at the time the Warrant is exercised. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York Eastern time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will a registered holder or Participant be entitled to interest accrue accrued on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The Warrant Agent shall not have any responsibility or liability relating to the determination as to the validity of any exercise of Warrants which determination will be determined made by the Company in its sole discretion and such determination will be final and binding upon the applicable registered holder or Participant, as applicableholder, and the Warrant Agent. Neither Agent may rely upon the instructions of the Company nor regarding the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity validity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment not have any obligation to inform a registered holder of the Warrant Price in invalidity of any exercise of Warrants. If the account Company believes that an exercise by a registered holder is invalid the Company will promptly notify such registered holder of the Company maintained with such fact and the reasons why it believes the exercise was invalid and will provide a copy of such notice to the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its accountas soon as practicable. The Warrant Agent shall promptly confirm such telephonic advice forward funds received for warrant exercises in a given month by the fifth (5th) Business Day of the following month by wire transfer to an account designated by the Company in writing. All funds received by Computershare under this Warrant Agreement that are to be distributed or applied by Computershare in the performance of services (the “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to the terms of this Warrant Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by Standard and Poor’s Corporation (LT Local Issuer Credit Rating), Xxxxx’x Investors Service, Inc. (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other Person.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York timeEastern Standard Time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form included in Exhibit D to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on the reverse behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender of the Warrant Certificate or, evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) unless the Warrant cashless exercise procedure specified in Section 3.3.7(b) or (c) below is permitted and specified in the applicable Notice of Exercise, deliver to the Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: BONE BIOLOGICS CORPORATION Bank Name: Bank of America Routing (ABA)#: 000000000 Beneficiary Account Name: Bone Biologics Corp. Beneficiary Account Number: 325024561271 No ink-original Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender the Warrants to the Company until the Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Election to Purchase is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Election to Purchase within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof. Any person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will such Election to Purchase shall be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingab initio.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York Eastern time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department offices designated for such purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, and (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase” and together with the Warrant Certificates and the Book-Entry Warrants, the “Warrant Exercise Documents”), properly completed and duly executed by the registered holder on the reverse of the Warrant Certificate Certificate, accompanied by a signature guarantee and such other documentation as the Warrant Agent may reasonably request, or, in the case of a Book-Book- Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures. Within one Trading Day after the Exercise Date, and (iii) such holder must pay the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by wire, certified or official bank check check, or by bank wire transfer transfer, in immediately available fundsfunds unless such holder has elected to make a cashless exercise pursuant to Section 3.3.8. The term “Warrant Price” as used in this Warrant Agreement refers to price per share of Common Stock at which shares may be purchased at the time the Warrant is exercised. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York Eastern time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will a registered holder or Participant be entitled to interest accrue accrued on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The Warrant Agent shall not have any responsibility or liability relating to the determination as to the validity of any exercise of Warrants which determination will be determined made by the Company in its sole discretion and such determination will be final and binding upon the applicable registered holder or Participant, as applicableholder, and the Warrant Agent. Neither Agent may rely upon the instructions of the Company nor regarding the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity validity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment not have any obligation to inform a registered holder of the Warrant Price in invalidity of any exercise of Warrants. If the account Company believes that an exercise by a registered holder is invalid the Company will promptly notify such registered holder of the Company maintained with such fact and the reasons why it believes the exercise was invalid and will provide a copy of such notice to the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its accountas soon as practicable. The Warrant Agent shall promptly confirm such telephonic advice forward funds received for warrant exercises in a given month by the 5th Business Day of the following month by wire transfer to an account designated by the Company in writing. All funds received by Computershare under this Warrant Agreement that are to be distributed or applied by Computershare in the performance of services (the “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to the terms of this Warrant Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by Standard and Poor’s Corporation (LT Local Issuer Credit Rating), Xxxxx’x Investors Service, Inc. (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other Person.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York timeCity Time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form included in Exhibit C to this Warrant Agreement or (ii) in the case of a Tradeable Warrant, via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender the reverse Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Certificate or, Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) unless the Warrant cashless exercise procedure specified in Section 3.3.7(b) or (c) below is permitted and specified in the applicable Notice of Exercise, deliver to the Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America in cash, by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: BULLFROG AI HOLDINGS, INC. Bank Name: M&T Bank Routing (ABA)#: 000000000 Beneficiary Account Name: Bullfrog AI Holdings, Inc. Beneficiary Account Number: 9882315766 No ink-original Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender the Warrants to the Company until the Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Election to Purchase is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Election to Purchase within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof. Any Person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will such Election to Purchase shall be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingab initio.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York City time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form included in Exhibit B to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender the reverse Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Certificate or, Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) deliver to the Warrant Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: [Wire/payment information for Company] Any person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent such Election to Purchase shall be void ab initio. _________ 1 5 years after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingissuance.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York City time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form included in Exhibit B to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender the reverse Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Certificate or, Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) deliver to the Warrant Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: [Wire/payment information for Company] Any person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent such Election to Purchase shall be void ab initio. ________ 1 5 years after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingissuance.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase”), properly completed and executed by the registered holder Registered Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) ), except as provided in 3.3.8, the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.the

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agency Agreement, a Holder of a Definitive Certificate may exercise a Warrant Warrants evidenced by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) such Definitive Certificate by delivering to the Warrant Agent at its corporate trust department and the Company, a duly executed facsimile copy or PDF copy submitted by e-mail (ior e-mail attachment) of the Notice of Exercise in the form annexed to the Warrant Certificate. Notwithstanding any other provision in this Warrant Agency Agreement, a holder whose interest in a Warrant is a beneficial interest in a Global Certificate held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable). Any Holder exercising a Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records shall deliver payment of the Depository Exercise Price pursuant to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (iiSection 2(a) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse Section 2(b) of the Warrant Certificate orset forth in Exhibit B-1, in the case of a Book-Entry Exhibit B-2 or Exhibit B-3, as applicable, attached hereto. The Warrant Certificate, properly delivered Agent shall forward funds received for Warrant exercises by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money fifth Business Day of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is following month after such funds are received by the Warrant Agent after 5:00 P.M., New York time, on by wire transfer to an account designated by the specified Exercise Date, Company. The Company acknowledges that the Warrants bank accounts maintained by the Warrant Agent in connection with the services provided under this Warrant Agency Agreement will be deemed in Computershare’s name, as agent for the Company, and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds (the “Funds”) held in those accounts from time to time. Until paid pursuant to the terms of this Warrant Agency Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Xxxxx’x (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be received and exercised on obligated to pay such interest, dividends or earnings to the business day next succeeding Company, any holder or any other party. If either the Exercise Date. If the date specified as Note or the Exercise Date is not price relating to an exercise of a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants Common Warrant are received or deemed to be received after the Expiration Common Warrant Termination Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent Company will be returned to the registered holder Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Warrant Agent Company in respect of an exercise or attempted exercise of the Warrants. (b) The validity of any exercise of Warrants will shall cease to be determined exercisable and shall terminate and become void and callable as set forth in the applicable Warrant Certificate. The Company hereby instructs the Warrant Agent to record cost basis for newly issued shares in a manner to be subsequently communicated by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and writing to the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder may exercise a Pre-Funded Warrant by delivering, not later than at any time and from time to time on or after the Original Issue Date and through and including 5:00 P.M.P.M. Eastern time on the Expiration Date, New York time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Pre-Funded Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Pre-Funded Warrants to be exercised (the “Book-Entry Pre-Funded Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election exercise notice, in the form attached as Schedule 1 to purchase the Pre-funded Warrant Shares underlying (the Warrants to be exercised (“Election to PurchaseExercise Notice”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s proceduresduly signed, and (iii) the Warrant Exercise Price for each Pre-Funded Warrant to be exercised either in lawful money of the United States of America by certified or official bank check or check, by bank wire transfer in immediately available funds. , or by a “net share exercise” pursuant to Section 10 of the Pre-Funded Warrant, and the date on which the last of such items is delivered to the Company (as determined in accordance with the notice provisions in the Pre-funded Warrant) is an “Exercise Date.” If any of (A) the Warrant Certificate or the Book-Entry Pre-Funded Warrants, (B) the Election to PurchaseExercise Notice, or (C) the Warrant Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York Philadelphia, Pennsylvania time, on the specified Exercise Date, the Pre-Funded Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Pre-Funded Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Pre-Funded Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Pre-Funded Warrants. The validity of any exercise of Pre-Funded Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Pre-Funded Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Pre-Funded Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder Holder may exercise a Warrant in whole, but not in part, by delivering, not later than 5:00 P.M._____ (time), New York City time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, exercised or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised shown on the records of the Depository (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, ; (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (an “Election to Purchase”), properly completed and executed by the registered holder Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, ; and (iii) the Warrant Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by a bank wire transfer in immediately available funds, in each case payable to the order of the Company. If any of of: (Aa) the Warrant Certificate or the Book-Entry Warrants, ; (Bb) the Election to Purchase, ; or (Cc) the Warrant Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M.____ (time), New York City time, on the specified Exercise Date, the Warrants will shall be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will shall be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will shall be null and void and any funds delivered to the Warrant Agent will shall be returned to the registered holder or Participant, as the case may be, as soon as practicableHolder. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will shall be determined by the Company Company, in its sole discretion discretion, and such determination will shall be final and binding upon the registered holder or Participant, as applicable, Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, Holder of the invalidity of any exercise of any Warrants. The Warrant Agent promptly shall deposit provide to the Company all funds certified or official bank checks received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its accountsuch amounts. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agency Agreement, a Holder of a Definitive Certificate may exercise a Warrant Preferred Warrants evidenced by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) such Definitive Certificate by delivering to the Warrant Agent at its corporate trust department and the Company, a duly executed facsimile copy or PDF copy submitted by e-mail (ior e-mail attachment) of the Notice of Exercise in the form annexed to the Preferred Warrant Certificate. Notwithstanding any other provision in this Warrant Agency Agreement, a holder whose interest in a Preferred Warrant is a beneficial interest in a Global Certificate held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable). Any Holder exercising a Preferred Warrant shall deliver payment of the Exercise Price pursuant to Section 2(a) and Section 2(b) of the Preferred Warrant Certificate evidencing set forth in Exhibit B attached hereto. The Warrant Agent shall forward funds received for Preferred Warrant exercises by the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records fifth Business Day of the Depository to an account of the Warrant Agent at the Depository designated for following month after such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is funds are received by the Warrant Agent after 5:00 P.M.by wire transfer to an account designated by the Company. The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Warrant Agency Agreement will be in its name, New York as agent for the Company, and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds (the “Funds”) held in those accounts from time to time, on . Until paid pursuant to the specified Exercise Dateterms of this Warrant Agency Agreement, the Warrants Warrant Agent will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Xxxxx’x (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). The Warrant Agent shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by it in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. The Warrant Agent may from time to time receive interest, dividends or other earnings in connection with such deposits. The Warrant Agent shall not be deemed obligated to be received and exercised on pay such interest, dividends or earnings to the business day next succeeding Company, any holder or any other party. If either the Exercise Date. If the date specified as Note or the Exercise Date is not a business day, the Warrants will be deemed price relating to be received and exercised on the next succeeding day that is a business day. If the Warrants an exercise are received or deemed to be received after the Expiration Termination Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent Company will be returned to the registered holder Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Warrant Agent Company in respect of an exercise or attempted exercise of the Preferred Warrants. (b) The validity of any exercise of Preferred Warrants will shall cease to be determined exercisable and shall terminate and become void and callable as set forth in the applicable Preferred Warrant Certificate. The Company hereby instructs the Warrant Agent to record cost basis for newly issued shares in a manner to be subsequently communicated by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and writing to the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York City time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form included in Exhibit B to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender the reverse Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Certificate or, Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) deliver to the Warrant Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: Account Name - Ameri Holdings Inc. Account Number - 0000000000 ABA Number - 000000000 Bank Name & Address : Sterling National Bank, 000 Xxxxxxxxx Xxxx Xx, Xxxxxxxx, XX 00000 Any person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will such Election to Purchase shall be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingab initio.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agency Agreement, a Holder of a Definitive Certificate may exercise a Warrant Preferred Warrants evidenced by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) such Definitive Certificate by delivering to the Warrant Agent at its corporate trust department and the Company, a duly executed facsimile copy or PDF copy submitted by e-mail (ior e-mail attachment) of the Notice of Exercise in the form annexed to the Preferred Warrant Certificate. Notwithstanding any other provision in this Warrant Agency Agreement, a holder whose interest in a Preferred Warrant is a beneficial interest in a Global Certificate held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable). Any Holder exercising a Preferred Warrant shall deliver payment of the Exercise Price pursuant to Section 2(a) and Section 2(b) of the Preferred Warrant Certificate evidencing set forth in Exhibit B attached hereto. The Warrant Agent shall forward funds received for Preferred Warrant exercises by the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records fifth Business Day of the Depository to an account of the Warrant Agent at the Depository designated for following month after such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is funds are received by the Warrant Agent after 5:00 P.M., New York time, on by wire transfer to an account designated by the specified Exercise Date, Company. The Company acknowledges that the Warrants bank accounts maintained by the Warrant Agent in connection with the services provided under this Warrant Agency Agreement will be deemed in Computershare’s name, as agent for the Company, and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds (the “Funds”) held in those accounts from time to time. Until paid pursuant to the terms of this Warrant Agency Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Xxxxx’x (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be received and exercised on obligated to pay such interest, dividends or earnings to the business day next succeeding Company, any holder or any other party. If either the Exercise Date. If the date specified as Note or the Exercise Date is not a business day, the Warrants will be deemed price relating to be received and exercised on the next succeeding day that is a business day. If the Warrants an exercise are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.Termination

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York City time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“"Election to Purchase”"), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures's procedures (such date of delivery, and (iii) the Warrant "Exercise Date"), provided that the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available fundsfunds shall be delivered within one Trading Day (as defined below) following the Exercise Date (other than in connection with a cashless exercise pursuant to the procedures outlined in Section 3.3.7). If any The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, provided that, solely in in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (A) the Warrant Certificate or the "Book-Entry Warrants") shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time shall be delivered within one Trading Day following the Exercise Date. No ink-original Election to Purchase shall be required, nor shall any medallion guarantee (Bor other type of guarantee or notarization) of any Election to Purchase be required. "Trading Day" means a day on which the shares of Common Stock are traded on the Nasdaq Capital Market (or, if the Common Stock is not traded on the Nasdaq Capital Market, a day on which the Common Stock is traded on any other national securities exchange, OTCQB, or OTCQX or other quotation platform that is the primary trading market of the Common Stock). If the Election to Purchase, or (C) the Warrant Price therefor, Purchase is received by the Warrant Agent after 5:00 P.M., New York City time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise confirm the Company via telephone balance in the account at any time following such request from the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingCompany.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York City time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form included in Exhibit B to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender the reverse Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Certificate or, Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) deliver to the Warrant Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: [Wire/payment information for Company] Any person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will such Election to Purchase shall be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingab initio.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agency Agreement, a Holder of a Definitive Certificate may exercise a Warrant Warrants evidenced by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) such Definitive Certificate by delivering to the Warrant Agent at its corporate trust department and the Company, a duly executed facsimile copy or PDF copy submitted by e-mail (ior e-mail attachment) of the Notice of Exercise in the form annexed to the Warrant Certificate. Notwithstanding any other provision in this Warrant Agency Agreement, a holder whose interest in a Warrant is a beneficial interest in a Global Certificate held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable). Any Holder exercising a Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records shall deliver payment of the Depository Exercise Price pursuant to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (iiSection 2(a) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse Section 2(b) of the Warrant Certificate or, set forth in the case of a Book-Entry Exhibit B attached hereto. The Warrant Certificate, properly delivered Agent shall forward funds received for Warrant exercises by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money fifth Business Day of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is following month after such funds are received by the Warrant Agent after 5:00 P.M., New York time, on by wire transfer to an account designated by the specified Exercise Date, Company. The Company acknowledges that the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with bank accounts maintained by the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants connection with the services provided under this Warrant Agency Agreement will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or ParticipantEquiniti’s name, as applicableagent for the Company, and the Warrant Agent. Neither the Company nor that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds (the “Funds”) held in those accounts from time to time. Until paid pursuant to the terms of this Warrant Agency Agreement, Equiniti will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Xxxxx’x (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Equiniti shall have no responsibility or liability for any obligation diminution of the Funds that may result from any deposit made by Equiniti in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Equiniti may from time to inform a registered time receive interest, dividends or other earnings in connection with such deposits. Equiniti shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party. If either the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.Exercise

Exercise and Payment. A registered holder may exercise a Subject to the provisions of the Warrant by deliveringand this Agreement, not later than 5:00 P.M.and if and only if, New York timethere is then an effective registration statement (“Registration Statement”) under the Securities Act of 1933, on any business day during the Exercise Period as amended (the “Exercise DateSecurities Act”), covering the offer and sale of the Warrant Shares and as to which no “stop order” suspending the effectiveness thereof shall be in effect, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by submitting a duly executed election to purchase (“Election to Purchase”) attached to the applicable Warrant, at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York or at the office of its corporate trust department successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Global Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures), which may be done by fax or email delivery, and (iii) by paying, within two days of the Warrant date of exercise, in full the Exercise Price for each full share of Common Stock as to which the Warrant to be exercised is exercised, in lawful money of the United States of America States, by wire transfer or in good certified or official bank check or good bank draft payable to the order of the Company or by bank wire transfer Cashless Exercise in immediately available fundsaccordance with Section 3.3.2 hereof. If any Upon delivery of (A) an Election to Purchase when there is then an effective Registration Statement under the Securities Act, covering the offer and sale of the Warrant Certificate Shares and as to which no “stop order” suspending the effectiveness thereof shall be in effect, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which a Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the Book-Entry Warrants, date of delivery of the certificates evidencing such Warrant Shares (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing).

Exercise and Payment. A Subject to the provisions of this Warrant Agreement, a registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department office designated for such purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Exercise Price for each Warrant to be exercised exercised, and all applicable taxes and charges due in connection with the exercise of such Warrants, in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Exercise Price therefor, and all applicable taxes and charges due in connection therewith, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Dateany date, or on a date that is not a business day, the Warrants with respect thereto will be deemed to be have been received and exercised on the business day next succeeding such date. For the avoidance of doubt, the “Exercise Date. If ” will be the date specified as the Exercise Date is not a materials in the foregoing sentence are received by the Warrant Agent (if by 5:00 P.M., New York time), or the following business dayday (if after 5:00 P.M., the Warrants will be deemed to be received and exercised New York time), regardless of any earlier date written on the next succeeding day that is a business daymaterials. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, Participant and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder Subject to the terms and conditions set forth herein, including the Performance Warrant Release Events provisions set forth in Section 4, the Holder is entitled to purchase at any time until 5:00 p.m. (Vancouver time) on the fifth (5th) anniversary of the Issue Date (the “Expiry Time”), that number of Common Shares to which the Holder is entitled in accordance with the terms of this Certificate. The rights evidenced by this Certificate may be exercised by the Holder by delivering an exercise a Warrant by deliveringform, not later than 5:00 P.M.in the form attached hereto as Schedule “A” (the “Exercise Form”), New York timeduly completed and executed, on any business day during together with this Certificate. On the date the Corporation receives the Exercise Period Form and this Certificate (the “Exercise Date”) ), in lieu of payment of the aggregate Exercise Price by the Holder and issuance of the corresponding aggregate number of Common Shares, the Corporation shall issue to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercisedHolder, oron a cash-less basis for no additional consideration, in the case such number of a Bookfully paid and non-Entry Warrant Certificate, the Warrants to be exercised assessable Common Shares (the “Book-Entry WarrantsIssued Shares”) shown on as are computed using the records following formula: X = Y (A-B) / A where: X = the number of Common Shares to be issued to the Holder; Y = the number of Warrants with respect to the which this Certificate is being exercised; A = the Current Market Price; and B = the Exercise Price. As promptly as practicable after the Exercise Date and, in any event, within five (5) business days of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants Corporation will obtain and cause to be delivered to the Holder the certificate or certificates for the Issued Shares to the delivery address specified in the Exercise Form. Such certificates shall be deemed to have been issued and the Holder shall be received and exercised on deemed for all purposes to have become the business day next succeeding holder of record of the Common Shares as of the Exercise Date. If the date specified as the Exercise Date is not a business dayAll Common Shares delivered hereunder shall be subject to applicable Canadian provincial or foreign securities laws and regulatory requirements, the Warrants will be deemed to be received applicable Exchange policies and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Daterules, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicableapplicable Canadian corporate laws, and the Warrant Agent. Neither Corporation may direct appropriate legends to be placed on the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent certificates for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited Common Shares to its account. The Warrant Agent shall promptly confirm reflect such telephonic advice to the Company in writingrestrictions.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York timeEastern Standard Time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form included in Exhibit B to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on the reverse behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender of the Warrant Certificate or, evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) deliver to the Warrant Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: [WIRE/PAYMENT INFORMATION FOR COMPANY] Any person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will such Election to Purchase shall be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingab initio.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agency Agreement, a Holder of a Definitive Certificate may exercise a Warrant Warrants evidenced by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) such Definitive Certificate by delivering to the Warrant Agent at its corporate trust department and the Company, a duly executed facsimile copy or PDF copy submitted by e-mail (ior e-mail attachment) of the Notice of Exercise in the form annexed to the Warrant Certificate. Notwithstanding any other provision in this Warrant Agency Agreement, a holder whose interest in a Warrant is a beneficial interest in a Global Certificate held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable). Any Holder exercising a Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records shall deliver payment of the Depository Exercise Price pursuant to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (iiSection 2(a) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse Section 2(b) of the Warrant Certificate or, set forth in the case of a Book-Entry Exhibit B attached hereto. The Warrant Certificate, properly delivered Agent shall forward funds received for Warrant exercises by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money third Business Day of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is following month after such funds are received by the Warrant Agent after 5:00 P.M., New York time, on by wire transfer to an account designated by the specified Exercise Date, Company. The Company acknowledges that the Warrants bank accounts maintained by the Warrant Agent in connection with the services provided under this Warrant Agency Agreement will be deemed in Equiniti’s name, as agent for the Company, and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds (the “Funds”) held in those accounts from time to time. Until paid pursuant to the terms of this Warrant Agency Agreement, Equiniti will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Xxxxx’x (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Equiniti shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Equiniti in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Equiniti may from time to time receive interest, dividends or other earnings in connection with such deposits. Equiniti shall not be received and exercised on obligated to pay such interest, dividends or earnings to the business day next succeeding Company, any holder or any other party. If either the Notice of Exercise or the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed Price relating to be received and exercised on the next succeeding day that is a business day. If the Warrants an exercise are received or deemed to be received after the Expiration Termination Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent Company will be returned to the registered holder Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Warrant Agent Company in respect of an exercise or attempted exercise of the Warrants. (b) The validity of any exercise of Warrants will shall cease to be determined exercisable and shall terminate and become void and callable as set forth in the applicable Warrant Certificate. The Company hereby instructs the Warrant Agent to record cost basis for newly issued shares in a manner to be subsequently communicated by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and writing to the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder Subject to the provisions of this Warrant Agreement, a Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department office designated for such purpose, (i) the Warrants to be exercised by (A) surrender of the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised or (the “Book-Entry Warrants”B) shown on the records delivery of the Depository Warrant to an account of the Warrant Agent at the Depository DTC designated for such purpose in writing by the Warrant Agent to the Depository DTC from time to time, (ii) an election to purchase the Warrant Shares ADSs underlying the Warrants to be exercised in form included in Annex A to this Warrant Agreement (an “Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, ) and (iii) the Warrant Price Deposit Amount for each Warrant to be exercised exercised, and all applicable taxes and charges due in connection with the exercise of such Warrants, in lawful money of the United States of America by (A) certified or official bank check or payable to The Bank of New York Mellon, (B) by bank wire transfer in immediately available fundsfunds to The Bank of New York Mellon, 000 Xxxx Xxxxxx, Pittsburgh, PA 15262-0001, ABA #: 000-000-000, Account Number: , Account Name: Computershare Inc. AAF Client Corporate Actions, Ref: Benitec Warrants, Swift Code XXXXXX0X or (C) payment to the Warrant Agent through the DTC system. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price Deposit Amount therefor, and all applicable taxes and charges due in connection therewith, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Dateany date, or on a date that is not a business day, the Warrants with respect thereto will be deemed to be have been received and exercised on the business day next succeeding the such date. The “Exercise Date. If ” will be the date specified as the Exercise Date is not a materials in the foregoing sentence are received by the Warrant Agent (if by 5:00 P.M., New York time), or the following business dayday (if after 5:00 P.M., the Warrants will be deemed to be received and exercised New York time), regardless of any earlier date written on the next succeeding day that is a business daymaterials. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void invalid and any funds delivered to the Warrant Agent will be returned to the registered holder Holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder Holder or Participant, as applicable, Participant and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder Holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. If less than all the Warrants evidenced by a surrendered Warrant Certificate are exercised, the Warrant Agent shall split up the surrendered Warrant Certificate and return to the Holder a Warrant Certificate evidencing the Warrants that were not exercised.

Exercise and Payment. A registered holder Holder may exercise a Warrant Warrant, in whole or in part, by delivering, not later than 5:00 P.M., New York City time, on any business day Business Day during the Exercise Period (the “Exercise Date”) (i) to the Warrant Agent at its corporate trust department department, (iA) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, and (iiB) an election to purchase the Warrant Shares underlying the Warrants to be exercised exercised, in the form attached to the Warrant Certificate (an “Election to Purchase”), properly completed and executed by the registered holder Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iiiii) unless cashless exercise is permitted under the Warrant Certificate, to the Company, the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds, in each case, payable to the order of the Company. If any of (Ai) the Warrant Certificate or the Book-Entry Warrants, (Bii) the Election to Purchase, or (Ciii) the Warrant Exercise Price therefor, is received by the Warrant Agent or the Company, as the case may be, after 5:00 P.M., New York City time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent Company will be returned to the registered holder or Participant, as the case may be, as soon as practicableHolder. In no event will interest accrue on funds deposited with the Warrant Agent Company in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will shall be determined by the Company Company, in its sole discretion discretion, and such determination will shall be final and binding upon the registered holder or Participant, as applicable, Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, Holder of the invalidity of any exercise of any Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York Eastern time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) ), except as provided in 3.3.8, the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York Eastern time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all All funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent under this Warrant Agreement that are to be distributed or applied by the Warrant Agent in the performance of services (the “Funds”) shall be held by the Warrant Agent as agent for such purpose and shall advise the Company via telephone at and deposited in one or more bank accounts to be maintained by the end of each day on which funds Warrant Agent in its name as agent for the exercise Company. Until paid pursuant to this Warrant Agreement, the Warrant Agent may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by Standard & Poor's Corporation (“S&P”) or Xxxxx'x Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Warrants are received Investment Company Act of the amount so deposited to its account1940, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). The Warrant Agent shall promptly confirm have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by the Warrant Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. The Warrant Agent may from time to time receive interest, dividends or other earnings in connection with such telephonic advice deposits or investments. The Warrant Agent shall not be obligated to pay such interest, dividends or earnings to the Company in writingCompany, any holder or any other party.

Exercise and Payment. A Subject to the provisions of this Warrant Agreement, a registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department office designated for such purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and duly executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised exercised, and all applicable taxes and charges due in connection with the exercise of such Warrants, in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. 2 125% of the offering price If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, and all applicable taxes and charges due in connection therewith, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Dateany date, or on a date that is not a business day, the Warrants with respect thereto will be deemed to be have been received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business daysuch date. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on any funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York timeEastern Standard Time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form included in Exhibit B to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on the reverse behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender of the Warrant Certificate or, evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) unless the Warrant cashless exercise procedure specified in Section 3.3.7(b) below is permitted and specified in the applicable Notice of Exercise, deliver to the Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: [WIRE/PAYMENT INFORMATION FOR COMPANY] No ink-original Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender the Warrants to the Company until the Holder has purchased all of the Warrant Shares available thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Election to Purchase is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Election to Purchase within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face thereof. [1] Insert Date of Issuance. Any person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will such Election to Purchase shall be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingab initio.

Exercise and Payment. A registered holder Registered Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York City time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust actions department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election a duly executed facsimile copy (or email attachment) or other method of delivery of a notice to purchase the Warrant Shares underlying the Warrants to be exercised (a “Election to PurchaseNotice of Exercise”), properly completed and duly executed by the registered holder on Holder in the reverse of form attached to the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant aggregate Exercise Price for each the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 3.3.7 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required, so long as the Warrant Shares are to be exercised in lawful money issued to the Registered Holder of the United States Warrant. Partial exercises of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or resulting in purchases of a portion of the Book-Entry Warrants, (B) total number of Warrant Shares available thereunder shall have the Election to Purchase, or (C) effect of lowering the outstanding number of Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered Shares purchasable hereunder in an amount equal to the applicable number of Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of WarrantsShares purchased. The Warrant Agent shall deposit all funds received by it in payment maintain records showing the number of Warrant Shares purchased and the Warrant Price in the account date of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingpurchases.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) ), except as provided in 3.3.8, the Warrant Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry WarrantsCertificate, (B) the Election to Purchase, or (C) the Warrant payment of the Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may beholder, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in the an account of designated by the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. In lieu of delivering physical certificates representing the Warrant Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Fast Automated Securities Transfer program of the Depository Trust Company (the “Depository”) and, the Company shall use its reasonable best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the registered holder or institutions that have accounts with the Depository (such institution, with respect to a Warrant in its account, a “Participant”) by crediting the account of the registered holder’s prime broker with the Depository or of the Participant through its Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Exercise and Payment. A registered holder Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York City time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust actions department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (an “Election to Purchase”), properly completed and executed by the registered holder Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York City time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the specified Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicableHolder. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company Warrant Agent in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, Holder and the Warrant AgentCompany. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, Holder of the invalidity of any exercise of any Warrants. The Warrant Agent shall promptly deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York Philadelphia, Pennsylvania time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York Philadelphia, Pennsylvania time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder The Holder of a Warrant may exercise a the Warrant by deliveringin whole or in part upon surrender of the Warrant Certificate, not later than 5:00 P.M.if required, New York time, on any business day during with the executed Notice of Exercise and payment of the Exercise Period (Price, which may be made, at the “Exercise Date”) option of the Holder, by wire transfer or by certified or official bank check in United States dollars, to the Warrant Agent at the principal office of the Warrant Agent or to the office of one of its corporate trust department agents as may be designated by the Warrant Agent from time to time. In the case of the Holder of a Book-Entry Warrant, the Holder shall deliver the executed Notice of Exercise and the payment of the Exercise Price as described herein. Notwithstanding any other provision in this Warrant Agreement, a holder whose interest in a Book-Entry Warrant is a beneficial interest in a Book-Entry Warrant held in book-entry form through the Depositary (ior another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. The Company hereby acknowledges and agrees that, with respect to a holder whose interest in a Book-Entry Warrant is a beneficial interest in a Book-Entry Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), upon delivery of irrevocable instructions to such holder’s Participant to exercise such warrants, that solely for purposes of Regulation SHO that such holder shall be deemed to have exercised such warrants. Upon the exercise of the Warrant Certificate evidencing pursuant to the Warrants to be exercised, or, in terms of Section 2 of the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (Warrant Agent shall cause the “Warrant Shares underlying such Definitive Certificate or Book-Entry Warrants”) shown on Warrant to be delivered to or upon the records order of the Depository Holder of such Definitive Certificate or Book-Entry Warrant, registered in such name or names as may be designated by such Holder, no later than the Warrant Share Delivery Date (as such term is defined in the Book-Entry Warrant Certificate). Notwithstanding anything else to the contrary in this Warrant Agreement, except in the case of a cashless exercise pursuant to Section 3.3.6 hereof, if any Holder fails to duly deliver payment to the Warrant Agent of an account amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in this Section 3.3.1. by the Warrant Share Delivery Date, the Warrant Agent at will not obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the Depository designated applicable Warrant Share Delivery Date shall be deemed extended by one day for each day (or part thereof) until such purpose payment is delivered to the Warrant Agent. If the Company is then a participant in writing the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via cashless exercise pursuant to Section 3.3.6 hereof, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Depository from time to time, (ii) an election to purchase Holder by crediting the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse account of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance Holder’s broker with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicableDepositary through its DWAC system. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York Eastern time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department offices designated for such purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, and (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase” and together with the Warrant Certificates and the Book-Entry Warrants, the “Warrant Exercise Documents”), properly completed and duly executed by the registered holder on the reverse of the Warrant Certificate Certificate, accompanied by a signature guarantee and such other documentation as the Warrant Agent may reasonably request, or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures. Within one Business Day after the Exercise Date, and (iii) such holder must pay the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by wire, certified or official bank check check, or by bank wire transfer transfer, in immediately available funds. The term “Warrant Price” as used in this Agreement refers to price per share of Common Stock at which shares may be purchased at the time the Warrant is exercised. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York Eastern time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The Warrant Agent shall not have any responsibility or liability relating to the determination as to the validity of any exercise of Warrants which determination will be determined made by the Company in its sole discretion and such determination will be final and binding upon the applicable registered holder or Participant, as applicableholder, and the Warrant Agent. Neither Agent may rely upon the instructions of the Company nor regarding the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity validity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment not have any obligation to inform a registered holder of the Warrant Price in invalidity of any exercise of Warrants. If the account Company believes that an exercise by a registered holder is invalid the Company will promptly notify such registered holder of the Company maintained with such fact and the reasons why it believes the exercise was invalid and will provide a copy of such notice to the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its accountas soon as practicable . The Warrant Agent shall promptly confirm such telephonic advice forward funds received for warrant exercises by wire transfer to an account designated by the Company in writing. All funds received by The Warrant Agent under this Agreement that are to be distributed or applied by the Warrant Agent in the performance of services (the “Funds”) shall be held by the Warrant Agent as agent for the Company and deposited in one or more bank accounts to be maintained by the Warrant Agent in its name as agent for the Company. Until paid pursuant to the terms of this Agreement, the Warrant Agent will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by Standard and Poor’s Corporation (LT Local Issuer Credit Rating), Mxxxx’x Investors Service, Inc. (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). the Warrant Agent shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by the Warrant Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. the Warrant Agent may from time to time receive interest, dividends or other earnings in connection with such deposits. the Warrant Agent shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other Person.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York Eastern time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department offices designated for such purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, and (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase” and together with the Warrant Certificates and the Book-Entry Warrants, the “Warrant Exercise Documents”), properly completed and duly executed by the registered holder on the reverse of the Warrant Certificate Certificate, accompanied by a signature guarantee and such other documentation as the Warrant Agent may reasonably request, or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures. Within one Trading Day after the Exercise Date, and (iii) such holder must pay the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by wire, certified or official bank check check, or by bank wire transfer transfer, in immediately available fundsfunds unless such holder has elected to make a cashless exercise pursuant to Section 3.3.8. The term “Warrant Price” as used in this Warrant Agreement refers to price per share of Common Stock at which shares may be purchased at the time the Warrant is exercised. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York Eastern time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will a registered holder or Participant be entitled to interest accrue accrued on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The Warrant Agent shall not have any responsibility or liability relating to the determination as to the validity of any exercise of Warrants which determination will be determined made by the Company in its sole discretion and such determination will be final and binding upon the applicable registered holder or Participant, as applicableholder, and the Warrant Agent. Neither Agent may rely upon the instructions of the Company nor regarding the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity validity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment not have any obligation to inform a registered holder of the Warrant Price in invalidity of any exercise of Warrants. If the account Company believes that an exercise by a registered holder is invalid the Company will promptly notify such registered holder of the Company maintained with such fact and the reasons why it believes the exercise was invalid and will provide a copy of such notice to the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its accountas soon as practicable. The Warrant Agent shall promptly confirm such telephonic advice forward funds received for warrant exercises in a given month by the 5th Business Day of the following month by wire transfer to an account designated by the Company in writing. All funds received by the Warrant Agent under this Warrant Agreement that are to be distributed or applied by the Warrant Agent in the performance of services (the “Funds”) shall be held by the Warrant Agent as agent for the Company and deposited in one or more bank accounts to be maintained by the Warrant Agent in its name as agent for the Company. Until paid pursuant to the terms of this Warrant Agreement, the Warrant Agent will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by Standard and Poor’s Corporation (LT Local Issuer Credit Rating), Mxxxx’x Investors Service, Inc. (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). The Warrant Agent shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by the Warrant Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. The Warrant Agent may from time to time receive interest, dividends or other earnings in connection with such deposits. The Warrant Agent shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other Person.

Exercise and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York Eastern time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown free on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) ), except as provided in 3.3.8, the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York Eastern time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are have been received of and the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York timeCity Time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form included in Exhibit B to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on the reverse behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender of the Warrant Certificate or, evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) deliver to the Warrant Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: Receiving Bank: Account Name: Address: Any Person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will such Election to Purchase shall be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingab initio.

Exercise and Payment. A registered holder Registered Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder Registered Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder Registered Holder or the Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder Registered Holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder Registered Holder or the a Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York City time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form included in Exhibit B to this Warrant Agreement or (ii) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender the reverse Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Certificate or, Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) deliver to the Warrant Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: [Initial wire/payment information for Company] or such other payment information as may be provided in writing by the Company to the Warrant Agent from time to time. Any person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent such Election to Purchase shall be void ab initio. 1 Five years after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingoriginal issuance.

Exercise and Payment. A registered holder (a) Subject to the provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise a Warrants by delivering to the Warrant by deliveringAgent, not later than 5:00 P.M., New York timeCity Time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (i) in the form included in Exhibit C to this Warrant Agreement or (ii) in the case of a Tradeable Warrant, via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, properly completed and executed by the registered holder Holder (or a Participant acting on behalf of a Holder in accordance with DTC procedures) shall: (i) (A) surrender the reverse Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) deliver the Warrants to an account of the Warrant Certificate or, Agent at DTC designated for such purpose in the case of a Book-Entry Warrant Certificate, properly delivered writing by the Participant in accordance with the Depository’s proceduresWarrant Agent to DTC from time to time, and (iiiii) deliver to the Warrant Company the Exercise Price for each Warrant to be exercised exercised, in lawful money of the United States of America in cash, by certified or official bank check payable to the Company or by bank wire transfer in immediately available fundsfunds to: Receiving Bank: Account Name: Address: Any Person so designated by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to Purchase. If any the Holder (or Participant on behalf of (Athe Holder) fails to make delivery of such deliverables on or prior to the Warrant Certificate or the Book-Entry Warrants, (B) Trading Day following delivery of the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will such Election to Purchase shall be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writingab initio.

Exercise and Payment. A registered holder Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York City time, on any business day Business Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department by e-mail or facsimile or through the DTC system an election to purchase the Warrant Shares underlying the Warrants to be exercised (an “Election to Purchase”), properly completed and executed by the Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures (the date of such delivery of Election to Purchase, the “Exercise Date”), and delivering to the Warrant Agent, within one Business Day following the Exercise Date, (i) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds payable to the Warrant Agent and (ii) the Warrant Certificate evidencing the Warrants to be exercised, if required, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time. No ink-original Election to Purchase shall be required, nor shall any medallion guarantee (iior other type of guarantee or notarization) an election of any Election to purchase Purchase be required. The Holder shall not be required to physically surrender a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares underlying available under such Warrant Certificate and the Warrants have been exercised in full, in which case, the Holder shall surrender this Warrant to be exercised the Warrant Agent for cancellation within three (“3) Business Days of the date on which the final Election to Purchase”), properly completed and executed by Purchase is delivered to the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available fundsCompany. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New York City time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business dayBusiness Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business dayBusiness Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicableHolder. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, Holder and the Warrant Agent, absent manifest error. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, Holder of the invalidity of any exercise of any Warrants. The Warrant Agent shall promptly deposit all funds received by it in payment of the Warrant Exercise Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.